Director Marion Harris granted 12,968 Cerence (CRNC) shares in equity award

Rhea-AI Filing Summary

Harris Marion reported acquisition or exercise transactions in this Form 4 filing.

Cerence Inc. director Marion Harris reported an equity award of 12,968 shares of common stock at $0.01 per share on February 12, 2026. This grant increased Harris’s directly held stake to 27,178 shares.

The award is structured as restricted stock units that will vest on the earlier of the first anniversary of the grant date or the day immediately before Cerence’s next fiscal year annual general meeting.

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^*

Harris Marion

(Last) (First) (Middle)

25 MALL RD.

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		12,968(1)	A	$0.01	27,178	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. The RSUs shall vest on the earlier of: (i) the first anniversary of the Date of Grant; or (ii) the day immediately prior to the Company's next fiscal year's Annual General Meeting.

Remarks:

	/s/ Jennifer Salinas, Attorney-in-Fact	02/13/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Cerence (CRNC) director Marion Harris report in this Form 4?

Marion Harris reported receiving an equity award of 12,968 shares of Cerence common stock at $0.01 per share. This grant brought Harris’s directly held position to 27,178 shares after the transaction on February 12, 2026, according to the filing details.

Was the Cerence (CRNC) Marion Harris transaction a stock purchase or a grant?

The transaction was reported as a grant or award, not an open-market stock purchase. It is coded as an acquisition under a grant, with 12,968 shares awarded at $0.01 per share, reflecting typical director compensation rather than discretionary buying.

How many Cerence (CRNC) shares does Marion Harris own after this Form 4?

After the reported grant, Marion Harris beneficially owns 27,178 shares of Cerence common stock directly. This figure comes from the Form 4 table showing the amount of securities beneficially owned following the reported transaction on February 12, 2026.

At what price were Marion Harris’s Cerence (CRNC) shares granted?

The 12,968 shares reported for Marion Harris were granted at $0.01 per share. This nominal price is typical for restricted stock or RSU-type awards used in director compensation plans, rather than indicating a market trading price for Cerence shares.

How do Marion Harris’s Cerence (CRNC) RSUs vest under this award?

The RSUs vest on the earlier of two dates: the first anniversary of the grant date or the day immediately prior to Cerence’s next fiscal year annual general meeting. This time-based vesting aligns the director’s compensation with ongoing board service.

Is Marion Harris a large shareholder of Cerence (CRNC) based on this filing?

Marion Harris is listed as a director, not as a 10% owner, in the filing. The Form 4 shows 27,178 Cerence shares beneficially owned directly after the grant, indicating a board-level stake but not a controlling or 10% ownership position.