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0001768267FALSE00017682672026-02-122026-02-12

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 12, 2026
________________________________________________________
CERENCE INC.
(Exact name of Registrant as Specified in Its Charter)
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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 On February 12, 2026, Cerence Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders cast their votes on three proposals as follows:


Item 5.07    Submission of Maters to a Vote of Security Holders.
Proposal 1: To elect six members of the Company’s Board of Directors:
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
Proposal 2: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
For Against Abstain Broker Non-Votes
16,307,363 4,815,899 1,099,687 10,669,339
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 18, 2026
 By: /s/ Brian Krzanich
Name: Brian Krzanich
Title: Chief Executive Officer