Document

S-8 1 crnc_s-8xjan26evergreen.htm S-8 Document

As filed with the Securities and Exchange Commission on January 8, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________

CERENCE INC.

(Exact name of registrant as specified in its charter)

_____________________________


Delaware		83-4177087
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	25 Mall Road, Suite 416
	Burlington, Massachusetts 01803
	(857) 362-7300
(Registrant’s telephone number, including area code)

	Cerence 2019 Equity Incentive Plan
(Full title of the plan)

	Brian Krzanich
	Chief Executive Officer
	Cerence Inc.
	25 Mall Road, Suite 416
	Burlington, Massachusetts 01803
	(857) 362-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________


			Copies to:

			Jennifer Salinas
			General Counsel
			Cerence Inc.
			25 Mall Road, Suite 416
			Burlington, Massachusetts 01803
			(857) 362-7300

_____________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐			Accelerated filer S
Non-accelerated filer ☐			Smaller reporting company ☐
			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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers 1,350,481 additional shares of the Registrant’s Common Stock under the Registrant’s 2019 Equity Incentive Plan (the “Stock Plan”), which were added on January 1, 2026 as a result of an automatic annual increase provision therein. The additional shares are of the same class as other securities relating to the Stock Plan for which the Registrant’s registration statements filed on Form S-8 on October 2, 2019 (File No. 333-234040), March 17, 2021 (File No. 333-254398), February 7, 2022 (File No. 333-262572), February 8, 2023 (File No. 333-269642), March 4, 2024 (File No. 333-277636), and January 16, 2025 (File No. 333-284319) are effective. The information contained in the Registrant’s registration statements filed on Form S-8 on October 2, 2019 (File No. 333-234040), March 17, 2021 (File No. 333-254398), February 7, 2022 (File No. 333-262572), February 8, 2023 (File No. 333-269642), March 4, 2024 (File No. 333-277636), and January 16, 2025 (File No. 333-284319) are hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Incorporated by Reference

Exhibit Index #

Exhibit Description

Filed Herewith

Form

File No.

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of Cerence Inc.

8-K

001-39030

3.1

October 2, 2019

4.2

Second Amended and Restated By-laws of Cerence Inc.

8-K

001-39030

3.1

May 4, 2023

4.3

Amendment No. 1 to Second Amended and Restated By-laws of Cerence Inc.

10-Q

001-39030

3.3

May 7, 2025

5.1

Opinion of Goodwin Procter LLP

23.1

Consent of Goodwin Procter LLP (included in Exhibit 5.1)

23.2

Consent of BDO USA, P.C.

24.1

Power of Attorney (included as part of the signature page of this Registration Statement)

99.1

Cerence 2019 Equity Incentive Plan

S-8

333-234040

4.3

October 2, 2019

99.2

Amendment No. 1 to Cerence 2019 Equity Incentive Plan

10-K

001-39030

10.18

November 19, 2020

107

Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Burlington, Commonwealth of Massachusetts, on January 8, 2026.


Cerence Inc.

By:			/s/ Brian Krzanich
			Name: Brian Krzanich
			Title: President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Brian Krzanich and Tony Rodriquez, jointly and singly, as such person’s attorneys-in-fact and agents, each with full power of substitution, for such person in any and all capacities to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or their substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name

Title

Date

/s/ Brian Krzanich

Chief Executive Officer and Director

January 8, 2026

Brian Krzanich

(Principal Executive Officer)

/s/ Tony Rodriquez

Chief Financial Officer

January 8, 2026

Tony Rodriquez

(Principal Financial and Accounting Officer)

/s/ Kristi Ann Matus

Chairperson of the Board

January 8, 2026

Kristi Ann Matus

/s/ Marianne Budnik

Director

January 8, 2026

Marianne Budnik

/s/ Doug Davis

Director

January 8, 2026

Doug Davis

/s/ Marion Harris

Director

January 8, 2026

Marion Harris

/s/ Marcy Klevorn

Director

January 8, 2026

Marcy Klevorn

/s/ Alfred Nietzel

Director

January 8, 2026

Alfred Nietzel

/s/ Arun Sarin

Director

January 8, 2026

Arun Sarin

SEC Form S-8 filed by Cerence Inc.