CRNC Form 4: EVP Nils Schanz awarded 90,252 restricted stock units

Rhea-AI Filing Summary

Cerence Inc. (CRNC) reported an insider grant on a Form 4 showing 90,252 restricted stock units granted to Nils Schanz, Executive Vice President, Product & Technology, on 10/01/2025. The units were issued at a nominal price of $0.01 per share and increased his beneficial ownership to 235,541 shares following the grant. The RSUs vest in three equal installments with one-third vesting on each of 10/01/2026, 10/01/2027, and 10/01/2028. The filing is signed by an attorney-in-fact on 10/03/2025.

Positive

• 90,252 restricted stock units granted to Nils Schanz
• Post-grant beneficial ownership of 235,541 shares
• RSUs vest in three equal installments on 10/01/2026, 10/01/2027, and 10/01/2028

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Insider received 90,252 RSUs with a three-year vesting schedule, increasing stake to 235,541 shares.

The grant to Nils Schanz, an executive officer, is a typical long-term incentive that ties compensation to future stock performance via restricted stock units. The one-third annual vesting on 10/01/2026–2028 aligns retention with multi-year performance or service.

This transaction is clearly disclosed on Form 4 and shows no exercised options or cash sale; the nominal price of $0.01 reflects the grant accounting convention used in the filing.

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

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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^*

Schanz Nils

(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 Product & Technology

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A(1)		90,252	A	$0.01	235,541	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	10/03/2025
	** 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 Cerence (CRNC) disclose on the Form 4 filed for Nils Schanz?

The Form 4 reports a grant of 90,252 restricted stock units to Nils Schanz on 10/01/2025, at a stated price of $0.01, increasing his beneficial ownership to 235,541 shares.

What is the vesting schedule for the RSUs granted to the executive?

The RSUs vest one-third on each of 10/01/2026, 10/01/2027, and 10/01/2028.

Does the Form 4 show any sales or exercises by the reporting person?

No. The Form 4 records an acquisition (A) of RSUs and does not report any dispositions or option exercises.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 235,541 shares beneficially owned following the reported transaction.