Cerence (CRNC) CEO receives 263,338-share RSU grant vesting through 2028

Rhea-AI Filing Summary

Cerence Inc. chief executive officer Brian M. Krzanich reported an equity award of 263,338 shares of common stock on January 9, 2026. The filing shows these shares at a reference price of $12.35 per share and indicates he beneficially owned 1,722,091 shares of Cerence common stock after this grant, held directly.

According to a footnote, the award is structured as restricted stock units under a Restricted Stock Unit Agreement. The units are scheduled to vest in three equal installments, with one-third of the shares vesting on each of October 1, 2026, October 1, 2027 and October 1, 2028, tying the compensation to continued service over that period.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Krzanich Brian M

(Last) (First) (Middle)

25 MALL ROAD

SUITE 416

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cerence Inc. [ CRNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/09/2026		A		263,338(1)	A	$12.35	1,722,091	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of Restricted Stock Units subject to the Restricted Stock Unit Agreement. Shares vest one-third on each of October 1, 2026, 2027, and 2028.

Remarks:

	/s/ Jennifer Salinas, Attorney-in-Fact	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Cerence (CRNC) report for its CEO?

Cerence Inc. reported that chief executive officer Brian M. Krzanich received an award of 263,338 shares of common stock on January 9, 2026.

What type of equity award did the Cerence CEO receive in this Form 4?

The award is described as a grant of Restricted Stock Units under a Restricted Stock Unit Agreement, tied to Cerence common stock.

How do the Cerence CEO’s restricted stock units vest?

The restricted stock units vest one-third on each of October 1, 2026, October 1, 2027, and October 1, 2028, spreading vesting over three years.

What was the reference price for the Cerence CEO’s stock grant?

The filing lists the 263,338 shares of Cerence common stock at a price of $12.35 per share for the transaction.

How many Cerence shares does the CEO beneficially own after this transaction?

Following the reported grant, the Form 4 states that Brian M. Krzanich beneficially owned 1,722,091 shares of Cerence common stock in total.

Is the Cerence CEO’s ownership reported as direct or indirect?

The Form 4 indicates the CEO’s ownership of 1,722,091 shares is held on a direct basis.