Miller Jeffrey George 4

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.