Harris Laurie 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
SYNCHRONOSS (SNCR) Director Laurie Receives Cash for Shares
What Happened
- Director Laurie reported dispositions on 2026-02-13: a total of 56,221 shares were surrendered to the issuer pursuant to the Merger Agreement. That total includes 49,521 common shares and 6,700 derivative shares (options). Under the merger, each share was converted into $9.00 in cash, producing about $505,989 in gross consideration. This was a corporate transaction (shares cancelled in the merger), not an open-market sale.
Key Details
- Transaction date: February 13, 2026. Report filed 2026-02-13.
- Price / consideration: $9.00 per share under the Merger Agreement (total ≈ $505,989).
- Share breakdown: 49,521 common shares + 6,700 derivative shares (reported as dispositions).
- Shares owned after transaction: effectively zero — all outstanding common shares were cancelled at the Effective Time.
- Footnotes of note:
- F1: Dispositions occurred pursuant to the Agreement and Plan of Merger; all outstanding common stock cancelled and converted to $9.00 per share.
- F4/F5: All outstanding options vested at the Effective Time; vested options were cancelled and converted into cash payments equal to (Merger Consideration − exercise price) × vested shares, but any option with an exercise price ≥ $9.00 had no value and was cancelled for no consideration.
- F2: Reported share counts reflect a one‑for‑nine reverse split (Dec 11, 2023); fractional shares were rounded up.
- F3: Some indirect shares reported are held by the reporting person’s spouse.
- Filing timeliness: filed on the transaction date; no late filing indicated.
Context
- This was a merger-driven cash-out, not a voluntary insider sale; proceeds reflect the merger consideration rather than insider sentiment. The derivative entries reflect option cancellations and cash‑out calculations under the deal (not separate option exercises or open-market trades).
Insider Transaction Report
Form 4Exit
Harris Laurie
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-13−47,632→ 0 total - Disposition to Issuer
Common Stock
[F2][F1][F3]2026-02-13−1,889→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F5][F4]2026-02-13−3,334→ 0 totalExercise: $72.81Exp: 2026-07-31→ Common Stock (3,334 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F5][F4]2026-02-13−2,056→ 0 totalExercise: $26.46Exp: 2028-06-14→ Common Stock (2,056 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F5][F4]2026-02-13−1,310→ 0 totalExercise: $48.87Exp: 2027-02-20→ Common Stock (1,310 underlying)
Footnotes (5)
- [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]The Indirect shares reported herein are held by Reporting Person's spouse.
- [F4]As of the Effective Time, all outstanding options have vested and are fully exercisable.
- [F5]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/ Laurie L. Harris|2026-02-13