Cerence Inc
For the period ended Sep 30, 2024. Filed Nov 25, 2024.
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FY2024 · Filed Nov 25, 2024
CRNC$8.61-0.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as a part of this Report:
(1)
All Financial Statements— See Index to Financial Statements in Item 8 of this Report;
(2)
Financial Statement Schedules — All schedules have been omitted as the requested information is inapplicable or the information is presented in the financial statements or related notes included as part of this Report.
(3)
Exhibits — See Item 15(b) of this Report below.
(b)
Exhibits.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitIndex # · Exhibit Description · FiledHerewith · Form · FileNo. · Exhibit · Filing Date | |||||
| 2.1 | Separation and Distribution Agreement between Nuance Communications, Inc. and Cerence Inc. | 8-K | 001-39030 | 2.1 | October 2, 2019 |
| 3.1 | Amended and Restated Certificate of Incorporation of Cerence Inc. | 8-K | 001-39030 | 3.1 | October 2, 2019 |
| 3.2 | Second Amended and Restated By-laws of Cerence Inc. | 8-K | 001-39030 | 3.1 | May 4, 2023 |
| 4.1 | Indenture, dated as of June 2, 2020, between Cerence Inc. and U.S. Bank, National Association, as Trustee. | 8-K | 001-39030 | 4.1 | June 2, 2020 |
| 4.2 | Form of Global Note, representing Cerence Inc.’s 3.00% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1). | 8-K | 001-39030 | 4.1 | June 2, 2020 |
| 4.3 | Description of Registrant's Securities | 10-K | 001-39030 | 4.3 | November 29, 2023 |
| 4.4 | Indenture, dated as of June 26, 2023, by and between Cerence Inc. and U.S. Bank Trust Company, National Association, as Trustee. | 8-K | 001-39030 | 4.1 | June 26, 2023 |
| 4.5 | Form of Global Note, representing Cerence Inc.’s 1.50% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1). | 8-K | 001-39030 | 4.1 | June 26. 2023 |
| 10.1 | Tax Matters Agreement between Nuance Communications, Inc. and Cerence Inc. | 8-K | 001-39030 | 10.1 | October 2, 2019 |
| 10.2 | Transition Services Agreement between Nuance Communications, Inc. and Cerence Operating Company | 8-K | 001-39030 | 10.2 | October 2, 2019 |
| 10.3 | Employee Matters Agreement between Nuance Communications, Inc. and Cerence Inc. | 8-K | 001-39030 | 10.3 | October 2, 2019 |
| 10.4 | Intellectual Property Agreement between Nuance Communications, Inc. and Cerence Inc. | 8-K | 001-39030 | 10.4 | October 2, 2019 |
| 10.5 | Transitional Trademark License Agreement between Nuance Communications, Inc. and Cerence Inc. | 8-K | 001-39030 | 10.5 | October 2, 2019 |
| 10.6† | Cerence 2019 Equity Incentive Plan | S-8 | 333-234040 | 4.3 | October 2, 2019 |
| 10.7† | Cerence 2019 Employee Stock Purchase Plan | S-8 | 333-234040 | 4.6 | October 2, 2019 |
| 10.8† | Form of Change of Control and Severance Agreement - NEO | 10-K | 001-39030 | 10.14 | December 19, 2020 |
| 10.9 | Form of Indemnification Agreement | 10-Q | 001-39030 | 10.4 | May 10, 2024 |
| 10.10† | Restricted Stock Unit Award Agreement | 10-K | 001-39030 | 10.13 | November 19, 2020 |
| 10.11† | Performance-Based Restricted Stock Unit Award Agreement | 10-K | 001-39030 | 10.14 | November 19, 2020 |
| 10.12 | Credit Agreement, dated June 12, 2020, by and between Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. | 8-K | 001-39030 | 10.1 | June 17, 2020 |
| 10.13 | Subsidiary Guarantee Agreement, dated June 12, 2020, by and between certain domestic subsidiaries of Cerence, as subsidiary guarantors, and Wells Fargo Bank, N.A., as administrative agent. | 8-K | 001-39030 | 10.2 | June 17, 2020 |
| 10.14 | Collateral Agreement, dated June 12, 2020, by and between Cerence Inc. and certain subsidiaries of Cerence, as pledgors, and Wells Fargo Bank, N.A., as collateral agent. | 8-K | 001-39030 | 10.3 | June 17, 2020 |
| 10.15† | Amendment No. 1 to Cerence 2019 Equity Incentive Plan | 10-K | 001-39030 | 10.18 | November 19, 2020 |
| 10.16 | Amendment No. 1, dated as of December 17, 2020, by and among Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent | 8-K | 001-39030 | 10.1 | December 21, 2020 | |
| 10.17† | Offer Letter, dated December 14, 2021, by and between Cerence Inc. and Stefan Ortmanns | 8-K | 001-39030 | 10.1 | December 15, 2021 | |
| 10.18† | Offer Letter, dated May 4, 2022, by and between Cerence Inc. and Thomas Beaudoin | 10-Q | 001-39030 | 10.1 | August 9, 2022 | |
| 10.19† | Change of Control and Severance Agreement, effective as of May 5, 2022, by and between Cerence Inc. and Thomas Beaudoin | 10-Q | 001-39030 | 10.2 | August 9, 2022 | |
| 10.20† | Change of Control Equity Acceleration Agreement, effective as of June 19, 2022, by and between Cerence Inc. and Stefan Ortmanns | 8-K | 001-39030 | 10.1 | June 24, 2022 | |
| 10.21† | Change of Control and Severance Agreement, effective as of June 21, 2022, by and between Cerence GmbH and Stefan Ortmanns | 8-K | 001-39030 | 10.2 | June 24, 2022 | |
| 10.22 | Amendment No. 2 to Credit Agreement, dated as of June 12, 2020, by and among Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent | 10-K | 001-39030 | 10.31 | November 29, 2022 | |
| 10.23† | Offer Letter, dated April 21, 2023, by and between Cerence Inc. and Iqbal Arshad | 10-K | 001-39030 | 10.24 | November 29, 2023 | |
| 10.24† | Change of Control and Severance Agreement, effective as of April 28,2023, by and between Cerence Inc. and Iqbal Arshad | 10-K | 001-39030 | 10.25 | November 29, 2023 | |
| 10.25† | Transitional Service and Advisory Agreement by and between Cerence Inc. and Prateek Kathpal | 10-Q | 001-39030 | 10.1 | May 9, 2023 | |
| 10.26† | 2024 Inducement Plan and form of award agreement thereunder. | 8-K | 001-39030 | 10.1 | March 4, 2024 | |
| 10.27† | Offer Letter, dated February 27, 2024, by and between Cerence Inc. and Daniel Tempesta. | 10-Q | 001-39030 | 10.1 | May 10, 2024 | |
| 10.28† | Change of Control and Severance Agreement, effective as of March 18, 2024, by and between Cerence Inc. and Daniel Tempesta. | 10-Q | 001-39030 | 10.2 | May 10, 2024 | |
| 10.29** | Amendment No. 3, dated as of April 12, 2024, by and between Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. | 8-K | 001-39030 | 10.1 | April 15, 2024 | |
| 10.30†** | Promotion Offer Letter, dated June 7, 2024, by and between Cerence Inc. and Jennifer Salinas | 10-Q | 001-39030 | 10.2 | August 9, 2024 | |
| 10.31† | Offer Letter by and between the Company and Brian Krzanich | 8-K | 001-39030 | 10.1 | October 6, 2024 | |
| 10.32† | Change of Control and Severance Agreement, dated October 7, 2024, by and between the Company and Brian Krzanich | 8-K | 001-39030 | 10.2 | October 6, 2024 | |
| 10.33† | Amendment No. 1 to Cerence Inc. 2024 Inducement Plan | 8-K | 001-39030 | 10.3 | October 6, 2024 | |
| 10.34† | Promotion Offer Letter, dated August 16, 2024, by and between Cerence Inc. and Nils Schanz | X | ||||
| 10.35† | Retention Bonus Agreement, dated August 17, 2024, by and between Cerence Inc. and Nils Schanz | X | ||||
| 19.1 | Cerence Insider Trading Policy - Global | X | ||||
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of BDO USA, P.C., Independent Registered Public Accounting Firm. | X | ||||
| 24.1 | Power of Attorney (including in signature pages hereto) | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 97.1 | Compensation Recovery Policy | X |
| 101.INS | Inline XBRL Instance Document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | X |
| † | Management contract or compensatory plan or arrangement |
|---|---|
| * | Furnished herewith. |
| ** | Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request. |
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