Miller Jeffrey George 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
SYNCHRONOSS (SNCR) CEO Jeffrey Miller Sells Shares in $9/Share Merger
What Happened Jeffrey Miller, CEO of Synchronoss Technologies (SNCR), had a total of 511,412 shares and derivative interests disposed of to the issuer pursuant to the company’s merger. This included 429,647 common shares and 81,765 shares reported as derivative interests (from vested options), all converted into cash at the merger consideration of $9.00 per share. The total cash value is approximately $4,602,708. These were not open-market sales but merger-related cancellations.
Key Details
- Transaction date and filing: February 13, 2026 (Form 4 filed same day).
- Dispositions: 429,647 common shares + 3,310 + 4,093 + 27,884 + 46,478 derivative-share equivalents = 511,412 total.
- Price/consideration: $9.00 per share under the Merger Agreement (cash), totals ≈ $4.60M (before any applicable withholdings).
- Shares owned after transaction: At the Effective Time all issued and outstanding common shares were cancelled; no surviving public common shares from these holdings.
- Notable footnotes:
- F1: Dispositions occurred under the December 3, 2025 Merger Agreement converting shares to $9.00 cash.
- F2: Counts reflect the one‑for‑nine reverse split (Dec 11, 2023) with rounding of fractional shares.
- F3/F4: All outstanding options vested at the Effective Time; each vested option was cancelled and converted into a cash payment equal to (Merger Consideration − exercise price) × vested shares, with options having exercise price ≥ $9.00 cancelled for no consideration.
- Filing timeliness: Reported on the same date as the transaction (timely).
Context This was a merger cash-out (disposition to issuer), not an open‑market sale by the insider. Derivative-line items reflect vested options converted into cash under the merger terms rather than separate option exercises or market trades. Options with strike prices at or above the $9.00 merger price had no payout and were cancelled for no consideration.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-13−429,647→ 0 total - Disposition to Issuer
Stock Option (Right to Purchase)
[F2][F4][F3]2026-02-13−3,310→ 0 totalExercise: $61.92Exp: 2026-06-06→ Common Stock (3,310 underlying) - Disposition to Issuer
Stock Option (Right to Purchase)
[F2][F4][F3]2026-02-13−4,093→ 0 totalExercise: $48.87Exp: 2027-02-20→ Common Stock (4,093 underlying) - Disposition to Issuer
Stock Option (Right to Purchase)
[F2][F4][F3]2026-02-13−27,884→ 0 totalExercise: $35.55Exp: 2028-03-08→ Common Stock (27,884 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−46,478→ 0 totalExercise: $10.44Exp: 2029-07-12→ Common Stock (46,478 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.