Stockholders' Equity (Tables)

12 Months Ended

Sep. 30, 2025

Schedule of Non-vested Restricted Stock Units

The table below summarizes activity related to Restricted Stock Units:


	Non-Vested Restricted Stock Units
	Time-Based Shares	Performance- Based Shares	Total Shares	Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Non-vested at September 30, 2024	2,587,386	1,119,437	3,706,823	$	23.51
Granted	3,364,449	2,130,431	5,494,880	$	10.22
Vested	(1,133,338)	(267,890)	(1,401,228)	$	28.59
Forfeited	(468,284)	(682,792)	(1,151,076)	$	21.31
Non-vested at September 30, 2025	4,350,213	2,299,186	6,649,399	$	12.99
Expected to vest			6,649,399	$	12.99	0.98	$	82

Schedule of Weighted-Average Key Assumptions and Fair Value Results for Shares Issued under ESPP

The following table sets forth the weighted-average key assumptions and fair value results for shares issued under the ESPP during the fiscal years ended September 30, 2025, 2024 and 2023:


	Year Ended September 30,
	2025			2024			2023
Expected dividend yield	0.00		%	0.00		%	0.00		%
Risk-free interest rate	4.13		%	5.33		%	3.95		%
Expected volatility	96.43		%	50.45		%	65.71		%
Expected life (in years)	0.50			0.50			0.50
Weighted-average fair value of shares issued (per share)	$	6.12		$	6.69		$	9.73

Schedule of Quantities and Average Prices of Shares Issued Under the ESPP

The following table sets forth the quantities and average prices of shares issued under the ESPP for the fiscal years ended September 30, 2025, 2024 and 2023:


	Year Ended September 30,
	2025		2024		2023
Shares issued under the ESPP	50,020		171,753		88,625
Average price of shares issued	$	6.12	$	7.93	$	20.58

Schedule of Stock-based Compensation

The amounts included in the Consolidated Statements of Operations related to stock-based compensation are as follows (dollars in thousands):


	Year Ended September 30,
	2025		2024		2023
Cost of connected services	$	292	$	288	$	445
Cost of professional services	1,869		2,345		3,258
Research and development	9,930		10,449		17,167
Sales and marketing	3,237		2,199		3,454
General and administrative	9,060		8,392		16,442
Restructuring and other costs, net	2,963		—		—
Total	$	27,351	$	23,673	$	40,766

Cerence Inc. 10-K