Gabrys Christina 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
SYNCHRONOSS (SNCR) EVP & CLO Christina Gabrys Sells 77,360 Shares in Merger
What Happened
- Christina Gabrys, EVP and Chief Legal Officer of Synchronoss Technologies (SNCR), had a total of 77,360 shares disposed to the issuer on 2026-02-13 in connection with the company’s merger. Under the Merger Agreement, all outstanding common shares were cancelled and converted into the right to receive $9.00 per share in cash. The gross value of these shares is approximately $696,240 before any deductions or withholdings.
- Several disposition entries were recorded as derivative-related — vested stock options were also cancelled and converted into cash payments based on the merger consideration minus the option exercise price (options with exercise price ≥ $9.00 converted for $0).
Key Details
- Transaction date: 2026-02-13 (reported on Form 4 filed 2026-02-13).
- Total shares disposed: 77,360; price per share (merger consideration): $9.00; gross proceeds ≈ $696,240 (subject to required withholdings).
- Shares owned after transaction: 0 common shares (all outstanding common stock was cancelled at the Effective Time).
- Notable footnotes:
- F1: Dispositions pursuant to the Agreement and Plan of Merger; common stock converted to $9.00 cash per share.
- F3/F4: All outstanding options vested as of the Effective Time; vested options were cancelled and converted into cash payments equal to (Merger Consideration − exercise price) × vested shares, less withholding; options with exercise price ≥ $9 received no payment.
- F2: Share counts reflect prior one‑for‑nine reverse split adjustments.
- Filing timeliness: Reported on 2026-02-13 (no late filing indicated on the Form 4).
Context
- These were not open-market sales but merger cash‑outs and option cancellations driven by the Merger Agreement. For derivative entries, the company converted vested options into cash payments per the agreement (some options may have had no value if their exercise price met or exceeded $9.00).
Insider Transaction Report
Form 4Exit
Gabrys Christina
EVP and Chief Legal Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-13−70,975→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−148→ 0 totalExercise: $61.92Exp: 2026-06-06→ Common Stock (148 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−369→ 0 totalExercise: $48.87Exp: 2027-02-20→ Common Stock (369 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−1,945→ 0 totalExercise: $33.66Exp: 2027-09-11→ Common Stock (1,945 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−946→ 0 totalExercise: $26.46Exp: 2028-06-14→ Common Stock (946 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−556→ 0 totalExercise: $26.82Exp: 2028-08-02→ Common Stock (556 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)
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 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/Christina Gabrys|2026-02-13