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Cerence Inc.

For the period ended Sep 30, 2025. Filed Jan 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 30, 2025 · Filed Jan 2, 2026

CRNC$8.15+1.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under § 240.14a-12

CERENCE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Cerence Inc.

25 Mall Road

Suite 416

Burlington, MA 01803

January 2, 2026

Dear Fellow Stockholders:

On behalf of Cerence Inc. (“Cerence”), thank you for your continued investment. We value your support, which is essential to the success of our efforts to deliver long-term value to our stockholders.

In fiscal year 2025, we advanced our generative AI and LLM roadmap for automotive and made early-stage progress in our diversification beyond automotive, setting the foundation for our next chapter as a broader conversational AI company driving voice-powered user experiences across many industries. Highlights from the fiscal year included:

Introducing Cerence xUITM, our agentic, LLM-powered platform, and showcasing it live at Auto Shanghai and IAA Mobility;

Advancing our AI agent strategy with the introduction of a mobile work AI agent in partnership with Microsoft;

Furthering our CaLLMTM family of language models, building on existing partnerships with Microsoft and NVIDIA and new collaborations with SiMa.AI and ARM;

Partnering with major OEMs including Renault, JLR, Mercedes-Benz, Mahindra, Volkswagen, Suzuki, and more to advance the in-car experience, both for future models and for cars on the road today;

Receiving meaningful recognition from our Tier 1 partners: HARMAN's Best Technology Award and ECarX's Best Contribution Award; and

Advancing our non-automotive strategy with the global roll-out of our solutions in LG televisions and our new voice-powered kiosk solution.

We were able to achieve these accomplishments despite continued impacts to our business resulting from the changing dynamics in the global automotive industry, including from volatility in the political, legal and regulatory environment in which we operate. In light of these challenges, we continued to focus on our cost management, successfully executing on our plan announced in fiscal year 2024 to reduce operating expenses and position us for profitable growth, and announcing a new plan to streamline certain foreign operations. We also welcomed Tony Rodriquez as our Chief Financial Officer in November 2024, and Marion Harris to the Board of Directors in April 2025, bolstering Cerence's leadership at a critical moment in our journey. Two of our directors, Arun Sarin and Alfred Nietzel, will not be standing for reelection to the Board. I would like to thank them for their many years of service to Cerence and the Board.

At our Annual Meeting of Stockholders, stockholders will be asked to vote on the matters described in the accompanying notice of annual meeting and proxy statement, as well as such other business that may properly come before the meeting and any adjournments or postponements thereof. Your vote is very important to us. Please review the instructions for each voting option described in the notice and in the proxy statement. Your prompt cooperation will be greatly appreciated.

Sincerely,

Kristi Ann Matus Brian Krzanich

Chairperson of the Board Chief Executive Officer

Cerence Inc.

25 Mall Road

Suite 416

Burlington, MA 01803

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Cerence Inc. (the “Company”) will be held on Thursday, February 12, 2026 at 11:00 a.m. Eastern Time. The 2026 Annual Meeting will be a virtual stockholders meeting at www.virtualshareholdermeeting.com/CRNC2026 being held for the following purposes:

(1)Election of six directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal;

(2)Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement;

(3)Ratification of the appointment of BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026; and

(4)Transaction of such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

This notice of our annual meeting of stockholders contains details of the business to be conducted at the 2026 Annual Meeting. The Board of Directors of the Company (“Board”) has fixed the close of business on December 15, 2025 as the record date for determination of stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting and at any adjournments or postponements thereof. A list of stockholders entitled to vote at the 2026 Annual Meeting will be available at 25 Mall Road, Suite 416, Burlington, MA 01803 on the date of, and for ten days prior to, the 2026 Annual Meeting. To participate in the 2026 Annual Meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/CRNC2026. You will not be able to attend the 2026 Annual Meeting in person. For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “Voting” in the proxy statement and, if you requested to receive printed proxy materials, your enclosed proxy card.

Please refer to the proxy statement for further information with respect to the business to be transacted at the 2026 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the AnnualMeeting of Stockholders to be held on February 12, 2026This Notice of the 2026 Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report on Form 10-K are available for viewing, printing and downloading at www.proxyvote.com. You will need the 16-digit control number included on your Notice of Internet Availability or proxy card (if you received a printed copy of the proxy materials).

By Order of the Board of Directors,

Jennifer SalinasSecretary

Burlington, Massachusetts

January 2, 2026

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