CRNC CEO disposes 132,075 shares via mandatory sell-to-cover

Rhea-AI Filing Summary

Brian M. Krzanich, a Director and the Chief Executive Officer of Cerence Inc. (CRNC), reported a disposition of 132,075 shares of common stock on 10/09/2025 at a reported sale price of $11.4585 per share. After the reported transaction, the reporting person beneficially owned 905,987 shares. The filing explains the sale represented a mandatory "sell to cover" to satisfy tax withholding for vested restricted stock units and was not a discretionary trade by the reporting person. The Form 4 was signed on 10/10/2025 by an attorney-in-fact.

Positive

• Sale was a mandated 'sell-to-cover' for RSU tax withholding, not a discretionary trade
• Reporting person retains significant stake with 905,987 shares beneficially owned after the sale

Negative

• Beneficial ownership decreased by 132,075 shares following the disposition on 10/09/2025
• Transaction was reported as a sale which, while routine, reduces the insider's public holding

Insights

Corporate Governance Analyst

Insider sale was procedural, not an active cash-out decision.

The transaction is disclosed as a mandated sell-to-cover tied to the vesting of restricted stock units, which means the company elected to satisfy tax-withholding obligations by selling a portion of shares rather than requiring an out‑of‑pocket tax payment from the insider. This preserves the insider's net equity position while covering taxes.

Dependencies and risks include the company's equity plan mechanics and any future vesting schedules; investors may note the post-transaction holding of 905,987 shares as the continuing insider stake. Monitor future Form 4 filings for additional vesting-related sales or discretionary trades within the next 12 months.

Equity Markets Specialist

The sale reduced beneficial ownership but was routine and explicitly non-discretionary.

A reported disposition of 132,075 shares at $11.4585 per share lowers the insider's public holding count; however, the filing states the sale was executed solely to meet tax withholding on vested RSUs, not to generate liquidity. That distinction matters for interpreting insider intent.

For market impact, note the transaction date 10/09/2025 and the remaining 905,987 shares beneficially owned. Watch subsequent filings or company announcements for additional vesting events or changes to the equity compensation policy over the next year.

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^*

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)
10/09/2025

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	10/09/2025		S		132,075(1)	D	$11.4585	905,987	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	10/10/2025
	** 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) insider Brian Krzanich report on the Form 4?

The Form 4 reports a disposition of 132,075 shares on 10/09/2025 at $11.4585 per share, leaving 905,987 shares beneficially owned.

Was the sale by the CRNC insider discretionary?

No. The filing states the sale was a mandatory 'sell to cover' transaction to satisfy tax withholding on vested restricted stock units, not a discretionary sale.

How does a 'sell to cover' affect insider holdings?

A 'sell to cover' reduces the number of shares held to pay taxes on vested RSUs while allowing the insider to retain the remaining vested shares; here it resulted in a reported disposition of 132,075 shares.

When was the Form 4 signed for this transaction?

The Form 4 bears a signature by an attorney-in-fact on 10/10/2025.

What is the insider's title at Cerence (CRNC)?

The reporting person, Brian M. Krzanich, is listed as a Director and the Chief Executive Officer.