CRNC insider ESPP buy of 1,795 shares; mandatory sell-to-cover of 38,347

Rhea-AI Filing Summary

Cerence Inc. (CRNC) insider transactions show routine equity activity by CFO Antonio Rodriquez. On 08/15/2025 he purchased 1,795 shares through the companys Employee Stock Purchase Plan at $10.06, bringing his holding to 315,078 shares. On 10/06/2025 he sold 38,347 shares at $12.7573, reducing the stake to 276,731 shares; the sale is identified as a mandatory "sell-to-cover" to satisfy tax-withholding for vested RSUs and not a discretionary trade. The Form 4 is filed jointly by one reporting person and is signed by an attorney-in-fact.

Positive

• Participation in ESPP: purchase of 1,795 shares on 08/15/2025 at $10.06
• Transparent disclosure: sale on 10/06/2025 described as a mandatory sell-to-cover for RSU tax withholding

Negative

• Reduction in direct holdings: net decrease to 276,731 shares after the sale on 10/06/2025
• Material sale size: 38,347 shares sold could modestly reduce insider stake visibility to investors

Insights

Corporate Governance Analyst

TL;DR: Insider activity is procedural and tied to compensation mechanics, not an open-market decision.

The purchase of 1,795 ESPP shares on 08/15/2025 indicates routine participation in a benefit program that often allows employees to buy shares at a discount; this increased direct holdings to 315,078.

The subsequent sale of 38,347 shares on 10/06/2025 is described as a mandatory "sell-to-cover" to satisfy tax withholding for vested RSUs and is therefore an administrative action rather than a discretionary divestiture; monitor future filings for any voluntary sales which would carry different governance signals.

Compensation & Equity Analyst

TL;DR: Transactions reflect standard equity-compensation flows and have a net effect of lowering direct share count.

The ESPP purchase at $10.06 shows use of employee purchase benefits while the mandated sell-to-cover at $12.7573 reduced holdings to 276,731 shares; both transactions are disclosed with specific dates.

These moves affect reported outstanding insider ownership but do not, by themselves, change compensation policy; review upcoming vesting schedules and future Forms for material changes to dilution or executive retention metrics.

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^*

Rodriquez Antonio

(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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		1,795(1)	A	$10.06	315,078	D
Common Stock	10/06/2025		S		38,347(2)	D	$12.7573	276,731	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. Shares purchased pursuant to the Cerence Inc Employee Stock Purchase Plan ("ESPP") on 8/15/2025.

2. 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 Cerence CFO Antonio Rodriquez trade (CRNC)?

He purchased 1,795 shares via the ESPP on 08/15/2025 at $10.06 and sold 38,347 shares on 10/06/2025 at $12.7573.

Why were 38,347 shares sold on 10/06/2025 by the reporting person?

The sale was a mandatory sell-to-cover to satisfy tax-withholding obligations related to RSU vesting and is not a discretionary trade.

How many Cerence shares does the reporting person own after these transactions?

Following the transactions the reporting person beneficially owned 276,731 shares.

Was the ESPP purchase priced favorably?

The ESPP purchase on 08/15/2025 occurred at $10.06; the filing does not state discount terms or plan specifics.

Who signed the Form 4 filing for these trades?

The Form 4 was signed by Jennifer Salinas, Attorney-in-Fact on 10/07/2025.