Cerence Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
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Item 5. Other Information
Rule 10b5-1 Plans. Our policy governing transactions in our securities by directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
During the three-month period ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). On February 11, 2025, Jennifer Salinas, Executive Vice President, Chief Administrative Officer and General Counsel, entered into a 10b5-1 trading plan covering periods after the date of this Quarterly Report in accordance with our policy governing transactions in our securities. Such plan is intended to satisfy the affirmative defense of Rule 10b5-1 (c) under the Exchange Act. The plan provides for the sale of up to 168,776 shares of our common stock less any shares withheld to cover tax withholding obligations and will be terminated on the earlier of (a)February 11, 2026, (b) the first date on which all trades have been executed, and (c) the date notice to terminate is provided. Generally, under this Plan, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under the Plan may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
We anticipate that, as permitted by Rule 10b5-1 and our policy governing transactions in our securities, some or all of our officers, directors and employees may establish trading plans in the future. We intend to disclose the names of executive officers and directors who establish a trading plan in compliance with Rule 10b5-1 and Regulation S-K, Item 408(a) and the requirements of our policy governing transactions in our securities in our future quarterly and annual reports on Form 10-Q and 10-K filed with the SEC. However, we undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan, other than in such quarterly and annual reports.
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