CRNC EVP sold 26,872 shares in sell-to-cover RSU transaction

Rhea-AI Filing Summary

Cerence Inc. (CRNC) reported an insider transaction by EVP and Chief Revenue Officer Christian Mentz showing a mandatory sale of 26,872 shares on 10/06/2025 at a reported price of $12.7573 per share to satisfy tax-withholding on vested restricted stock units (RSUs). After the transaction the reporting person beneficially owned 111,875 shares, reported as disposed for Form 4 purposes. The Form 4 clarifies this was a company‑mandated "sell to cover" to cover tax obligations and is described as not a discretionary trade by the reporting person. The filing was signed by an attorney-in-fact on 10/07/2025.

Positive

• Sell-to-cover transaction explicitly identified as non‑discretionary, indicating routine tax withholding
• Full post-transaction beneficial ownership disclosed (111,875 shares), maintaining transparency

Negative

• None.

Insights

Corporate Governance Analyst

Mandatory sell-to-cover for RSU taxes; not a discretionary exit.

The reported sale of 26,872 shares is identified as a company-mandated sell-to-cover to fund tax withholding tied to vested RSUs, which is a routine administrative step under equity incentive plans. This means the transaction reflects compensation settlement mechanics rather than an independent decision to liquidate holdings.

The main dependency is plan design: if the issuer continues requiring sell-to-cover, similar filings will recur around vesting dates. Watch upcoming vesting schedules and total post-transaction beneficial ownership for any change in alignment with shareholder interests over the next 6–12 months.

Equity Compensation Specialist

Sale amount aligns with tax withholding on vested RSUs; price and shares disclosed.

The Form 4 reports the share count sold (26,872) and the per-share proceeds ($12.7573), which allows simple reconciliation of the fiscal impact of withholding on the vesting event. The filing states the sale is mandated by the issuer's election in its equity plans.

Risks are limited to dilution and timing of future vesting events; monitor aggregate outstanding RSUs and any discretionary sales by insiders in the following 12 months to see if selling behavior exceeds routine withholding patterns.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Mentz Christian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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(1)	10/06/2025		S		26,872	D	$12.7573	111,875	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. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/ Jennifer Salinas, Attorney-in-Fact	10/07/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Cerence (CRNC) Form 4 filed on 10/07/2025 report?

It reported a mandatory sale of 26,872 shares by EVP/Chief Revenue Officer Christian Mentz on 10/06/2025 at $12.7573 per share to satisfy tax withholding from vested RSUs.

Was the insider sale by Christian Mentz a discretionary trade?

No. The filing states the sale was required by the issuer's equity incentive plans as a sell-to-cover to satisfy tax withholding and not a discretionary trade.

How many Cerence shares did the reporting person own after the transaction?

The Form 4 shows beneficial ownership of 111,875 shares following the reported transaction.

What price was reported for the shares sold in the Cerence Form 4?

The reported sale price was $12.7573 per share for the 26,872 shares sold on 10/06/2025.

Who signed the Form 4 for this transaction?

The filing was signed by an attorney-in-fact, Jennifer Salinas, on 10/07/2025.