Ferraro Lou 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
SNCR CFO Lou Ferraro Sells 151,558 Shares in $9/Share Merger
What Happened
- Lou Ferraro, Chief Financial Officer of Synchronoss Technologies, had 132,979 common shares and 18,579 derivative shares (options/other convertible interests) disposed of to the issuer on 2026-02-13 pursuant to the Merger Agreement. All issued and outstanding common shares were cancelled and converted into the right to receive $9.00 per share in cash. The conversion implies gross proceeds of approximately $1,364,022, subject to applicable deductions and withholdings.
Key Details
- Transaction date: February 13, 2026 (dispositions to issuer under merger).
- Shares disposed: 132,979 common shares + 18,579 derivative shares = 151,558 total shares converted.
- Price/consideration: $9.00 per share (Merger Consideration); Form 4 reports N/A for per-share price because payment was pursuant to the Merger Agreement.
- Gross value: ~ $1,364,022 before deductions/withholdings required by law.
- Shares owned after transaction: None — all outstanding common shares were cancelled at the Effective Time of the merger.
- Notable footnotes:
- F1: Dispositions occurred under the Agreement and Plan of Merger; each share converted to $9.00 cash.
- F2: Counts reflect a one‑for‑nine reverse stock split (Dec 11, 2023); fractional shares were rounded up.
- F3/F4: All outstanding options vested; vested options were cancelled and converted to a cash payment equal to (Merger Consideration − exercise price) × vested shares, less withholding; options with exercise price ≥ $9.00 produced $0 and were cancelled for no consideration.
- Filing timeliness: Form filed with Period/Report date 2026-02-13 (no late filing indicated).
Context
- This was not an open‑market sale: the dispositions were automatic cash‑outs under the merger agreement (share cancellation and option conversion), so they reflect the deal mechanics rather than a discretionary insider sale. For derivatives, the Form 4 shows cancellation/conversion to cash rather than a typical exercise-and-sell or cashless exercise.
Insider Transaction Report
Form 4Exit
Ferraro Lou
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-13−132,979→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−921→ 0 totalExercise: $61.92Exp: 2026-06-06→ Common Stock (921 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−2,302→ 0 totalExercise: $48.87Exp: 2026-02-20→ Common Stock (2,302 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−2,778→ 0 totalExercise: $33.66Exp: 2027-09-11→ Common Stock (2,778 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−3,304→ 0 totalExercise: $26.46Exp: 2028-06-14→ Common Stock (3,304 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−2,223→ 0 totalExercise: $26.19Exp: 2028-08-05→ Common Stock (2,223 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−2,421→ 0 totalExercise: $10.71Exp: 2029-07-08→ Common Stock (2,421 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−2,778→ 0 totalExercise: $14.85Exp: 2029-08-09→ Common Stock (2,778 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−1,852→ 0 totalExercise: $9.90Exp: 2029-11-02→ Common Stock (1,852 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 derivative 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/ Lou Ferraro|2026-02-13