GYANI MOHAN S 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Synchronoss (SNCR) Director Gyani Mohan S Sells Shares in Merger
What Happened
- Gyani Mohan S, a director of Synchronoss Technologies, disposed of a total of 56,055 shares on 2026-02-13 in connection with the company’s merger. The outstanding common shares were cancelled and converted into the right to receive $9.00 per share, resulting in approximately $504,495 in cash consideration.
- The filing shows three disposition entries: 52,689 common shares and two derivative-related dispositions of 1,310 and 2,056 shares. The derivative items reflect option/derivative cancellations converted to cash under the merger terms.
Key Details
- Transaction date: February 13, 2026 (Effective Time of the merger).
- Consideration: $9.00 per share under the Merger Agreement (total ≈ $504,495).
- Total shares disposed: 56,055 (52,689 common + 1,310 derivative + 2,056 derivative).
- Shares owned after transaction: All outstanding common shares were cancelled at the Effective Time; common-share holdings were converted to cash under the merger.
- Footnotes of note:
- F1: Dispositions occurred pursuant to the Merger Agreement; all issued and outstanding common shares cancelled for $9.00/share.
- F2: Earlier one-for-nine reverse split (Dec 11, 2023) affected share counts reported.
- F3/F4: Outstanding options vested as of the Effective Time; vested options were cancelled and converted into cash equal to (Merger Consideration − exercise price) × vested shares, with options having exercise price ≥ $9.00 cancelled for no consideration.
- Timeliness: Form 4 filed for the period ending 2026-02-13 (no late filing indicated).
Context
- This was a merger-related cash-out (disposition to issuer), not an open-market sale; proceeds came from the company’s acquisition terms rather than a trading decision by the insider.
- Derivative entries represent option/award cancellations and cash settlements under the merger formula, not separate stock purchases or market trades.
Insider Transaction Report
Form 4Exit
GYANI MOHAN S
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-13−52,689→ 0 total - Disposition to Issuer
Stock Option (Right to Purchase)
[F2][F4][F3]2026-02-13−1,310→ 0 totalExercise: $48.87Exp: 2027-02-20→ Common Stock (1,310 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−2,056→ 0 totalExercise: $26.46Exp: 2028-06-14→ Common Stock (2,056 underlying)
Footnotes (4)
- [F1]The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 3, 2025 (the "Merger Agreement"), by and among the Issuer, Lumine Group US Holdco Inc., a Delaware corporation, and Skyfall Merger Sub Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest (the "Merger Consideration").
- [F2]The number of shares reported in this Form 4 account for the one-for-nine Reverse Stock Split effected by the Issuer on December 11, 2023 (the "Reverse Stock Split"). No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the nearest whole number.
- [F3]As of the Effective Time, all outstanding options have vested and are fully exercisable.
- [F4]Pursuant to the Merger Agreement, each vested stock option was cancelled and automatically converted into the right to receive an amount in cash determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable exercise price of such option by (y) the number of vested shares subject to such option (the "Option Payment"), less all applicable deductions and withholdings required by law to be withheld in respect of such payment; provided, however, that the Option Payment for each option with an exercise price equal to or greater than $9.00 was $0 and such option was cancelled for no consideration.
Signature
/s/ Mohan Gyani|2026-02-13