Ferraro Lou 4

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.