Cerence Inc. — Director's Dealing 2021

May 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cerence Inc. (CRNC)
CIK: 0001768267
Period of Report: 2021-05-17

Reporting Person: Dhawan Sanjay (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-17	Common Stock	S	8207	$82.99	Disposed	315222	Direct
2021-05-17	Common Stock	S	200	$84.12	Disposed	315022	Direct

Footnotes

F1: This sale was affected pursuant to a Rule 10b5-1 trading plan adopted on 2/23/2021.

F2: The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $82.70 to $83.355 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the transactions. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F3: The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $84.00 to $84.24 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the transactions. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F4: These shares are pursuant to a performance-based restricted stock unit agreement with the Company whereby targets defined by the Compensation Committee were deemed to be achieved for fiscal year 2020.