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Cerence Announces Repurchase of $30 Million of 1.50% Convertible Senior Notes Due 2028

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Cerence (NASDAQ: CRNC) announced it repurchased $30 million aggregate principal amount of its 1.50% Convertible Senior Notes due 2028 on Dec 24, 2025. The company bought the notes in privately negotiated transactions at a cash price equal to 92% of principal, plus accrued and unpaid interest to the settlement date.

Cerence described the move as a strategic use of cash to reduce interest expense, eliminate potential dilution from those notes, and lower leverage. After the repurchase, $180 million of the Notes remain outstanding through 2028 and the company said it will continue to evaluate cash and market conditions for the remaining Notes.

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Positive

  • Repurchased $30M of Notes at 92% of principal
  • Interest expense expected to be reduced
  • Eliminates potential dilution from repurchased Notes
  • Remaining outstanding Notes: $180M through 2028

Negative

  • Uses cash reserves, reducing available liquidity
  • Repurchase price still requires cash payment for accrued interest

News Market Reaction – CRNC

+0.27%
+0.27% Session close to close

In the Dec 24 session, CRNC gained 0.27%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details Cerence’s decision to repurchase $30 million of its 1.50% Convertible Seni...
Analysis

This announcement details Cerence’s decision to repurchase $30 million of its 1.50% Convertible Senior Notes due 2028 at 92% of principal, using cash to retire debt at a discount. The move reduces interest expense, addresses potential dilution from those notes, and modestly lowers leverage while $180 million of notes remain outstanding. Investors may track future updates on additional repurchases alongside ongoing AI product progress and cash generation trends.

Key Figures

Notes repurchased: $30 million Coupon rate: 1.50% Repurchase price: 92% of principal +2 more
5 metrics
Notes repurchased $30 million Aggregate principal amount of 1.50% Convertible Senior Notes due 2028
Coupon rate 1.50% Interest rate on Convertible Senior Notes due 2028
Repurchase price 92% of principal Cash repurchase price for the $30 million of Notes
Remaining notes $180 million Principal amount of Notes outstanding after the announced repurchase
Maturity year 2028 Maturity of the 1.50% Convertible Senior Notes

Historical Context

5 past events · Latest: Dec 18 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Dec 18 AI product showcase Positive +0.1% Preview of agentic AI and LLM-powered innovations ahead of CES 2026.
Dec 11 AI product launch Positive +2.6% Launch of domain-specific AI agents expanding beyond in-vehicle use.
Dec 01 Conference participation Neutral -3.9% Planned fireside chat and investor meetings at Raymond James conference.
Nov 19 Earnings results Positive +1.3% Q4 and FY25 results above guidance with stronger cash flow and FY26 outlook.
Nov 05 Earnings date notice Neutral +1.0% Announcement of timing and access details for Q4 FY25 results call.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news—product/AI updates, conferences, and an earnings beat—has generally seen modestly positive share reactions, with one negative move on a conference appearance.

Recent Company History

Over the last two months, Cerence has focused on AI product expansion and financial execution. An earnings release on 2025-11-19 reported Q4 and FY25 results above guidance with stronger free cash flow, which was followed by modest share gains. Subsequent AI- and CES-related announcements in December drew small positive price moves. Against this backdrop, the note repurchase highlights ongoing balance-sheet and capital allocation actions following improved cash generation and the earlier patent settlement.

Key Terms

convertible senior notes, aggregate principal amount, par, settlement date
4 terms
convertible senior notes financial
"holders of its 1.50% Convertible Senior Notes Due 2028 (the “Notes”)"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
aggregate principal amount financial
"repurchase $30 million aggregate principal amount of the Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
par financial
"The repurchase of the Notes at a price below par represents a strategic decision"
"Par" is the value assigned to a bond or stock when it is first issued, often representing its face or original price. For bonds, it typically means $1,000, which is the amount the issuer promises to pay back at maturity. Knowing the par value helps investors understand if they are buying or selling at a premium (more than par) or a discount (less than par).
settlement date financial
"interest thereon to (but not including) the settlement date."
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
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AI-generated analysis. How Rhea-AI works. Not financial advice.

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BURLINGTON, Mass., Dec. 24, 2025 (GLOBE NEWSWIRE) -- Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global leader pioneering conversational AI-powered user experiences, today announced that, in light of its current cash position and outlook for future cash generation, the Company entered into privately negotiated transactions with certain holders of its 1.50% Convertible Senior Notes Due 2028 (the “Notes”), pursuant to which the Company agreed to repurchase $30 million aggregate principal amount of the Notes from such holders at a cash repurchase price equal to 92% of their principal amount, together with the accrued and unpaid interest thereon to (but not including) the settlement date.

The repurchase of the Notes at a price below par represents a strategic decision by the Company to utilize its cash reserves efficiently. The transaction will reduce interest expense, eliminate potential dilution from refinancing the Notes being repurchased, and lower leverage – intended to deliver a net positive outcome for shareholders. Assuming completion of the repurchase of the Notes, the Company will continue to evaluate cash on hand and the market for the remaining $180 million of Notes through maturity in 2028.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer or sale of our securities in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

To learn more about Cerence AI, visit www.cerence.ai, and follow the company on LinkedIn.

About Cerence Inc.
Cerence Inc. (NASDAQ: CRNC) is a global industry leader in creating intuitive, seamless, AI-powered experiences across automotive and transportation. Leveraging decades of innovation and expertise in voice, generative AI, and large language models, Cerence powers integrated experiences that create safer, more connected, and more enjoyable journeys for drivers and passengers alike. With more than 525 million cars shipped with Cerence technology, the company partners with leading automakers, transportation OEMs, and technology companies to advance the next generation of user experiences. Cerence is headquartered in Burlington, Massachusetts, with operations globally and a worldwide team dedicated to pushing the boundaries of AI innovation. For more information, visit www.cerence.ai.

Forward Looking Statements
Statements in this press release regarding: the completion of the repurchase of the Notes, Cerence’s future performance, results and financial condition; ability to generate cash flows from operations, repay the remaining Notes at maturity, reduce interest expense, and drive value to shareholders; expected growth and profitability; cost efficiency initiatives; cash management; innovation and new product offerings, including AI technology and Cerence xUI; demand for Cerence products; and management’s future expectations, anticipations, intentions, estimates, assumptions, beliefs, goals, objectives, targets, plans, priorities, outlook or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “goal,” “objective,” “anticipates,” “projects,” “forecasts,” “expects,” “intends,” “continues,” “will,” “may,” or “estimates” or similar expressions) should also be considered to be forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions as of the date of this press release, such statements involve known and unknown risk, uncertainties and other factors, which may cause actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements including but not limited to: the highly competitive and rapidly changing market in which we operate; the possibility that the repurchase of Notes does not occur as planned; the use of cash to service or repay our debt; our inability to generate sufficient cash from our operations and maintain sufficient cash balances; adverse conditions in the automotive industry or the global economy more generally; volatility in the political, legal and regulatory environment in which we operate, including trade, tariffs and other policies implemented by the new administration in the United States, actions taken by other countries in response or other changes in law and regulation applicable to us; automotive production curtailment or delays; changes in customer forecasts; the ongoing conflicts in Ukraine and the Middle East; our inability to control and successfully manage our expenses and cash position; our inability to deliver improved financial results from process optimization efforts and cost reduction actions; escalating pricing pressures from our customers; the impact on our business of the transition to a lower level of fixed license contracts, including the failure to achieve such a transition; our failure to win, renew or implement service contracts; the cancellation or postponement of existing contracts; the loss of business from any of our largest customers; effects of customer defaults; a decrease in the level of professional services projects; our inability to successfully introduce new products, applications and services; our strategies to increase cloud offerings and deploy generative AI and large language models (LLMs); the inability to expand into adjacent markets; the inability to recruit and retain qualified personnel; cybersecurity and data privacy incidents; failure to protect our intellectual property; adverse developments related to our intellectual property enforcement litigation, the outcome of such litigation, or remedies that could be awarded in connection with such litigation; defects or interruptions in service with respect to our products; fluctuating currency rates and interest rates; inflation; financial and credit market volatility; restrictions on our current and future operations under the terms of our debt; and our inability to generate sufficient cash from our operations; and the other factors discussed in our most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

For Media: press@cerence.com

For Investors: cerence@pondel.com


FAQ

What did Cerence (CRNC) repurchase on December 24, 2025?

Cerence repurchased $30 million aggregate principal of its 1.50% Convertible Senior Notes due 2028 at 92% of principal plus accrued interest.

How much of Cerence's convertible notes remain outstanding after the repurchase?

After the transaction, $180 million of the Notes remain outstanding through 2028.

Why did Cerence (CRNC) repurchase the Notes at 92% of principal?

The company said it repurchased at 92% to efficiently use cash, reduce interest expense, eliminate potential dilution, and lower leverage.

Will the repurchase affect Cerence's dilution risk for shareholders?

Yes; the company stated the repurchase will eliminate potential dilution from the Notes that were bought back.

Did Cerence (CRNC) announce an offer to buy other securities with this press release?

No; the release states it does not constitute an offer to sell or solicit an offer to buy securities in jurisdictions where such offers would be unlawful.