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Cerence (NASDAQ: CRNC) buys back 2028 notes at a discount

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cerence Inc. (CRNC) reported that on August 25, 2026 it entered into privately negotiated transactions with certain holders of its 1.50% Convertible Senior Notes due 2028.

The company agreed to repurchase $10 million aggregate principal amount of these Notes for a cash repurchase price equal to 92.75% of their principal amount, plus accrued and unpaid interest to, but not including, the settlement date. Cerence states that it intends to cancel the repurchased Notes, thereby reducing the amount of its outstanding 1.50% Convertible Senior Notes due 2028.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Coupon rate 1.50% Interest rate on Cerence Inc.’s Convertible Senior Notes due 2028
Aggregate principal amount repurchased $10 million Principal amount of 1.50% Convertible Senior Notes due 2028 to be repurchased
Repurchase price as percentage of principal 92.75% Cash repurchase price for the Notes, excluding accrued interest
Maturity year of Notes 2028 Maturity of the 1.50% Convertible Senior Notes being partially repurchased
Repurchase agreement date August 25, 2026 Date Cerence entered into privately negotiated repurchase transactions
Convertible Senior Notes financial
"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 $10 million aggregate principal amount of 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.
accrued and unpaid interest financial
"together with the accrued and unpaid interest thereon"
Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.
privately negotiated transactions financial
"entered into privately negotiated transactions with certain holders"
Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.

FAQ

What debt transaction did Cerence Inc. (CRNC) announce on August 25, 2026?
Cerence Inc. announced privately negotiated transactions with certain holders of its 1.50% Convertible Senior Notes due 2028, under which it agreed to repurchase $10 million aggregate principal amount of these Notes for cash and cancel the repurchased Notes.

What series of notes is Cerence Inc. (CRNC) repurchasing?
Cerence Inc. is repurchasing a portion of its 1.50% Convertible Senior Notes due 2028 through privately negotiated transactions with certain noteholders.

How much principal amount of Cerence Inc. (CRNC) notes is being repurchased?
Cerence Inc. agreed to repurchase $10 million aggregate principal amount of its 1.50% Convertible Senior Notes due 2028 from certain holders in privately negotiated transactions.

At what price is Cerence Inc. (CRNC) repurchasing its 2028 convertible notes?
Cerence Inc. is repurchasing the 1.50% Convertible Senior Notes due 2028 at a cash repurchase price equal to 92.75% of their principal amount, plus accrued and unpaid interest to, but not including, the settlement date.

What will Cerence Inc. (CRNC) do with the repurchased notes?
Cerence Inc. states that it intends to cancel the repurchased Notes after completing the cash repurchase of $10 million aggregate principal amount of its 1.50% Convertible Senior Notes due 2028.

Does Cerence Inc. (CRNC) pay accrued interest in this note repurchase?
Yes. Cerence Inc. will pay a cash repurchase price equal to 92.75% of principal on the 1.50% Convertible Senior Notes due 2028, together with accrued and unpaid interest thereon to, but not including, the settlement date.

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Understanding 8-K Material Events →
0001768267FALSE00017682672026-08-252026-08-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________
FORM 8-K
________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2026
________________________________________________________
CERENCE INC.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-3903083-4177087
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
1500 District Avenue,
Burlington, Massachusetts
01803
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (857)362-7300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par valueCRNCThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 8.01 Other Events.
On August 25, 2026, 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 $10 million aggregate principal amount of Notes from such holders at a cash repurchase price equal to 92.75% of their principal amount, together with the accrued and unpaid interest thereon to (but not including) the settlement date. The Company intends to cancel the repurchased Notes.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cerence Inc.
Date: August 26, 2026
By:/s/ Jennifer Salinas
Name: Jennifer Salinas
Title: Executive Vice President, Chief Administrative Officer & General Counsel

Source: View Original Filing on SEC EDGAR

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