On October 2, 2019, we registered the issuance of 6,350,000 shares of common stock, par value $0.01 per share, consisting of 5,300,000 shares of common stock reserved for issuance upon the exercise of options granted, or in respect of awards granted, under the Equity Incentive Plan, and 1,050,000 shares of common stock that are reserved for issuance under the Cerence 2019 Employee Stock Purchase Plan (“ESPP”). The Equity Incentive Plan provides for the grant of incentive stock options, stock awards, stock units, stock appreciation rights, and certain other stock-based awards.

The shares available for issuance will automatically increase on January 1st of each year, by the lesser of (A) 3% of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31st; and (B) the number of shares of common stock determined by our board of directors on or prior to such date for such year.

On March 4, 2024, we registered the issuance of 600,000 shares of common stock, reserved for issuance under the Cerence 2024 Inducement Plan (the "Inducement Plan"). On October 6, 2024, we adopted Amendment No. 1 to the Inducement Plan, which increased the number of authorized shares of our common stock available for issuance under the Inducement Plan from 600,000 to 3,000,000. On November 29, 2024, we adopted Amendment No. 2 to the Inducement Plan, which increased the number of authorized shares of our common stock available for issuance under the Inducement Plan from 3,000,000 to 4,500,000.


	Non-Vested Restricted Stock Units
	Time-Based Shares	Performance- Based Shares	Total Shares	Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Non-vested at September 30, 2025	4,350,213	2,299,186	6,649,399	$	12.99
Granted	1,789,977	895,332	2,685,309	$	12.24
Vested	(1,731,759)	(8,729)	(1,740,488)	$	15.22
Forfeited	(141,038)	(150,479)	(291,517)	$	16.62
Non-vested at June 30, 2026	4,267,393	3,035,310	7,302,703	$	11.72
Expected to vest			7,302,703	$	11.72	1.24	$	82,594

Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2026 and 2025 (in thousands):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2026		2025		2026		2025
Cost of connected services	$	58	$	81	$	180	$	210
Cost of professional services	356		468		1,016		1,386
Research and development	2,708		2,704		7,522		7,099
Sales and marketing	1,203		881		3,368		2,277
General and administrative	3,191		2,211		7,530		6,112
Restructuring and other costs, net	—		—		—		2,963
	$	7,516	$	6,345	$	19,616	$	20,047

During the three months ended June 30, 2026 and 2025, we recorded $1.7 million and $0.8 million, respectively, in stock-based compensation expense attributable to performance-based restricted stock unit awards included in the amounts above. For the nine months ended June 30, 2026 and 2025, we recorded $3.8 million and $3.2 million, respectively, in stock-based compensation expense attributable to performance-based restricted stock unit awards included in the amounts above. Stock-based compensation expenses recognized attributable to performance-based restricted stock unit awards are reflective of management's assessment of the probability of achievement of certain performance conditions as of the reporting date.

During the nine months ended June 30, 2025, we recorded $2.6 million in stock-based compensation due to the termination of employment of our former CEO and the resulting vesting of certain stock-based awards in Restructuring and other costs, net, and $0.4 million in stock-based compensation due to the termination of employment of a former senior management employee and the resulting vesting of certain stock-based awards in Restructuring and other costs, net.