Cerence Inc.

This Proxy Statement provides information for stockholders of Cerence, as part of the solicitation of proxies by the Company and its Board of Directors from holders of the outstanding shares of the Company’s common stock (“Common Stock”), for use at the 2026 Annual Meeting. This summary highlights select information that is provided in more detail throughout this Proxy Statement. This summary does not contain all the information that you should consider before voting. You should read the full Proxy Statement before casting your vote.

2026 Annual Meeting

Voting Items

The following table summarizes the proposals to be considered at the 2026 Annual Meeting and the voting recommendations of the Board of Directors with respect to each proposal.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on February 12, 2026

We are furnishing proxy materials to our stockholders primarily via the Internet. On or about January 2, 2026, we will mail to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The Notice of Internet Availability also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

This Proxy Statement and our 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).

A copy of our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2025, will be furnished without charge to any stockholder upon written request to Cerence Inc., 25 Mall Road, Suite 416, Burlington, MA 01803, Attention: Corporate Secretary.

This Proxy Statement and our Annual Report on Form 10-K are also available on the SEC’s website at www.sec.gov.

Business Overview

Cerence builds conversational and agentic AI solutions that make interaction with technology feel effortless. With decades of expertise in voice, AI, and edge-to-cloud engineering, we're trusted by many of the world's leading automakers, transportation original equipment manufacturers ("OEMs"), consumer brands, and technology companies to build voice powered-interfaces that shape the user experiences of today and tomorrow. While the majority of our business is in the automotive market, our solutions can be leveraged across other areas of transportation - two-wheeled vehicles, trucks, and more - as well as outside of transportation - televisions, smart phones and watches, voice-powered kiosks, and more.

Our automotive customers include nearly all major automobile OEMs worldwide, including BMW, Mercedes-Benz, the Volkswagen Group (Volkswagen, Audi, Porsche, and other brands), Stellantis, Renault, Toyota, Ford, General Motors, BYD, Great Wall Motor, and NIO. We also partner with leading tier-one suppliers including HARMAN, Bosch, Continental, Denso Ten, Aptiv, EcarX, and others. We deliver our solutions on a white-label basis, enabling our customers to deliver highly customized virtual assistants with unique, branded personalities that strengthen the bond between their brands and end users.

Fast moving technological advancements, increasing user engagement and comfort with large language models are driving automakers to examine how they can quickly and cost-effectively bring expanded AI features into their cars. To meet the increasing demand for automotive cognitive assistance and to offer differentiated in-car experiences, OEMs and suppliers are building proprietary virtual assistants into their vehicles. We believe that this trend will continue and that consumer adoption of in-car AI will continue to grow.

Cerence is a market leader for building integrated, branded and differentiated virtual assistants for automobiles, offering an extensive solutions portfolio that includes conversational and generative AI as well as audio and communications AI. Our conversational and generative AI solutions include a full-stack generative AI-based voice assistant, including voice activation, natural voice input and output, and hybrid conversational services for automotive and general-purpose tasks. Our audio and communications AI solutions include best-in-class audio applications, enhancing in-car experiences by reducing environmental noise and enabling seamless interaction with vehicles, inside and out. Our solutions are comprised of both edge computing and cloud-connected software components and a software framework linking these components together under a common programming interface. We deploy these solutions in deep partnership with OEMs and suppliers to optimize our software for the requirements, configurations and acoustic characteristics of specific vehicle models.

Our solutions have shipped in more than 525 million automobiles to date, including over 25 million new vehicles in fiscal year 2025 alone. Based on royalty reports provided by our customers and third-party reports of total vehicle production worldwide, we estimate that approximately 52% of all cars shipped during the fiscal year ended September 30, 2025 included Cerence technologies. Cerence hybrid solutions shipped on approximately 15.4 million vehicles during the fiscal year ended September 30, 2025. In aggregate, over 80 OEMs and Tier 1 suppliers worldwide use our solutions, covering over 70 languages and dialects, including English, German, Spanish, French, Mandarin, Cantonese, Japanese, and Hindi.

Since October 1, 2019, we have been an independent publicly-traded company on The Nasdaq Global Select Market under the symbol “CRNC,” after our former parent company, Nuance Communications, Inc. (“Nuance”), completed the legal and structural separation and distribution to its stockholders of all our then outstanding shares (the “Spin Off”).

Recent Event Highlights

Fiscal year 2025 held many accomplishments across Cerence as we continued our work to advance the future of the in-car experience, as well as voice-powered user experiences beyond automotive. We introduced Cerence xUITM, our agentic, LLM-powered platform, and showcased it at live global events; advanced our AI agent strategy starting with a mobile work AI agent in partnership with Microsoft; furthered our CaLLMTM family of language models, building on new and existing partnerships with Microsoft, NVIDIA, SiMa.AI, and ARM; continued our strong partnerships with major OEMs including Renault, JLR, Mercedes-Benz, Mahindra, Volkswagen, Suzuki, and more; received HARMAN's Best Technology Award and ECarX's Best Contribution Award; and advanced our non-automotive strategy with the global roll-out of our solutions in LG televisions and our new voice-powered kiosk solution.

We also bolstered our leadership by naming Tony Rodriquez as our Chief Financial Officer and Marion Harris to the Board of Directors, both of whom bring a wealth of financial and leadership experience to the Company.

Cerence believes good governance is critical to achieving long-term stockholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its stockholders. The following summarizes certain recent enhancements to our corporate governance practices and policies:

•updated our Corporate Governance Guidelines to, among other things, limit the number of other boards on which directors who serve as CEOs or equivalent senior executive positions may serve;

•revised our Stock Ownership Guidelines to add additional restrictions;

•reconstituted the Audit Committee of the Board, including appointing a new Committee Chairperson; and

•revised our overall Board composition.

Board of Directors

Our Board of Directors has a diverse mix of directors with complementary qualifications, skills, expertise, experience and attributes, which is essential to ensuring effective oversight of our business strategy and corporate governance practices. The members of the Board currently are:

All independent directors being nominated for re-election at the 2026 Annual Meeting have extensive professional experience relevant to their service on our Board. The chart below highlights specific areas in which we believe our independent directors have particularly deep experience relevant to such current profile and strategic needs.

Corporate Governance

We are committed to good corporate governance, which we believe promotes the long-term interests of our stockholders, fosters sustained business success, and strengthens our Board of Directors and management accountability. We have the following practices in place to assist us in managing risk in order to promote the long-term interests of our stockholders.