UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 412, 2026

________________________________________________________

CERENCE INC.

(Exact name of Registrant as Specified in Its Charter)

________________________________________________________

Delaware

001-39030

83-4177087

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

25 Mall Road,

Suite 416

Burlington, Massachusetts

01803

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 362-7300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

CRNC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 25.0207 Submission ~~Results~~ of ~~Operations~~Maters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On February 4 12, 2026, Cerence Inc. (the “Company”) ~~announced~~held its ~~financial~~2026 ~~results~~Annual ~~for~~Meeting ~~the~~of ~~fiscal~~Shareholders ~~quarter~~(the ~~ended~~“Annual ~~December 31, 2025~~Meeting”). ~~The~~At ~~press release, including~~ the ~~financial~~Annual ~~information contained therein~~Meeting, isshareholders ~~attached~~cast ~~hereto~~their asvotes ~~Exhibit~~on ~~99.1,~~three ~~and~~proposals isas ~~incorporated herein by reference.~~follows:

~~Also~~Proposal on1: ~~February 4,~~To ~~2026,~~elect ~~the~~six ~~Company~~members ~~will~~of ~~use a presentation on its call with investors, discussing its financial results for~~ the ~~fiscal~~Company’s ~~quarter~~Board ended December 31, 2025, and such earnings release presentation is furnished herewith as Exhibit 99.2. The press release and earnings release presentation include certain non-GAAP financial measures. A description of ~~the non-GAAP measures, the reasons for their use, and GAAP to non-GAAP reconciliations are included in the press release and earnings release presentation.~~Directors:

The information in this Item 2.02 and the exhibits attached hereto are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.


Director Nominee	For	Against	Abstain	Broker Non-Votes
Kristi Ann Matus	21,914,823	259,099	49,027	10,669,339
Brian Krzanich	22,060,035	129,212	33,702	10,669,339
Marianne Budnik	21,134,155	1,048,307	40,487	10,669,339
Douglas Davis	22,040,245	134,904	47,800	10,669,339
Marion Harris	22,059,610	134,215	29,124	10,669,339
Marcy Klevorn	22,062,609	119,397	40,943	10,669,339

~~Item~~Proposal ~~9.01~~2: ~~Financial~~To ~~Statements~~approve, ~~and~~on ~~Exhibits.~~a non-binding advisory basis, the compensation of the Company’s named executive officers:

(d)Exhibits.


For	Against	Abstain	Broker Non-Votes
16,307,363	4,815,899	1,099,687	10,669,339

ExhibitNumber						Description
99.1						Press Release announcing financial results dated February 4, 2026.
99.2						Earnings Release Presentation dated February 4, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 3: To ratify the appointment of BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026:


For	Against	Abstain	Broker Non-Votes
32,356,572	436,019	99,697	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cerence Inc.
Date: February 4, 2026	By:	/s/ Tony Rodriquez
Date: February 18, 2026	By:	/s/ Brian Krzanich
		Name: Tony Rodriquez
		Name: Brian Krzanich
		Title: Executive Vice President, Chief Financial Officer
		Title: Chief Executive Officer

Filing Compare · Cerence Inc.