Doran Patrick Joseph 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Synchronoss (SNCR) EVP Patrick Doran Sells Shares in Merger
What Happened
Patrick Doran, EVP & Chief Technology Officer of Synchronoss Technologies (SNCR), had all of his issued common shares and vested option interests cancelled and converted into cash under the merger with Lumine Group US Holdco (Effective Time: Feb 13, 2026). The filing shows disposition of 164,211 common shares and dispositions of derivative holdings totaling 34,090 (3,310; 5,116; 7,508; 18,156), for a combined 198,301 shares/options. The merger consideration was $9.00 per share, implying aggregate gross proceeds of approximately $1,784,709 (subject to any applicable deductions/withholdings for option payments).
Key Details
- Transaction date: 2026-02-13 (Effective Time of the merger).
- Consideration: $9.00 per share in cash under the Merger Agreement.
- Shares reported disposed: 164,211 (non-derivative) and 34,090 (derivative) — total 198,301.
- Shares/options after transaction: common shares cancelled and outstanding options were vested and then cancelled — effectively no SNCR common stock/options remain post-merger.
- Footnotes: F1–F4 explain the Merger Agreement conversion, the prior 1-for-9 reverse split (Dec 11, 2023), that all options vested at the Effective Time, and that option payouts equal (Merger Consideration − exercise price) × vested shares (options with exercise price ≥ $9.00 yielded $0). Option payments are subject to deductions/withholdings.
- Filing timeliness: Form 4 filed with period/report date 2026-02-13 (timely with the merger effective date).
Context
These dispositions were merger-driven cancellations/conversions (not open-market sales). Derivative entries reflect vested options being cashed out under the merger formula rather than exercised for stock; options with exercise prices at or above $9.00 received no cash value per the agreement. For retail investors, such filings document deal-related payouts and do not by themselves indicate insider trading intent or future company performance.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-13−164,211→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[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 Buy)
[F2][F4][F3]2026-02-13−5,116→ 0 totalExercise: $48.87Exp: 2027-02-20→ Common Stock (5,116 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−7,508→ 0 totalExercise: $26.46Exp: 2028-06-14→ Common Stock (7,508 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−18,156→ 0 totalExercise: $10.71Exp: 2029-07-08→ Common Stock (18,156 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 non-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.