Rinne Kristin S. 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Synchronoss (SNCR) Director Kristin Rinne Sells Shares in Merger
What Happened Kristin S. Rinne, a director of Synchronoss Technologies (SNCR), had a total of 65,970 shares and derivative positions (options) disposed of to the issuer on Feb 13, 2026 pursuant to the merger agreement. Under the Merger Agreement, all outstanding common shares were canceled and converted into the right to receive $9.00 per share in cash — resulting in approximately $593,730 in gross consideration. Several smaller disposals reported were derivative-related (options converted/cancelled).
Key Details
- Transaction date: 2026-02-13 (Disposition to issuer — code D).
- Shares/derivatives disposed: 59,956 common shares + 2,648 + 1,310 + 2,056 reported dispositions = 65,970 total.
- Cash consideration: $9.00 per share under the Merger Agreement; total ≈ $593,730 before deductions/withholdings.
- Shares owned after transaction: effectively zero common shares — all outstanding common stock was cancelled at the merger Effective Time.
- Notable footnotes:
- F1: Dispositions were made pursuant to the Agreement and Plan of Merger; all shares converted to $9.00 cash per share.
- F2: Reporting reflects a prior 1-for-9 reverse split (Dec 11, 2023); fractional shares were rounded up.
- F3/F4: All outstanding options vested and were fully exercisable at the Effective Time; vested options were cancelled and converted into cash payments equal to (Merger Consideration − exercise price) × vested shares, net of required withholdings. Options with exercise price ≥ $9.00 were cancelled for no consideration.
- Filing timeliness: Form filed for the report period and filing date 2026-02-13; transaction reported as part of the merger (no late-filing indication in this record).
Context This was not an open-market sale but a cash-out disposition forced by a corporate merger: outstanding common stock and vested options were cancelled and converted into cash under the Merger Agreement. For options, in-the-money options received a cash payout per F4 (net of withholdings); out-of-the-money options (exercise price ≥ $9.00) were cancelled with no payout. Such merger-driven dispositions reflect corporate transaction terms rather than individual trading sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-13−59,956→ 0 total - Disposition to Issuer
Stock Option (Right to Purchase)
[F2][F4][F3]2026-02-13−2,648→ 0 totalExercise: $61.92Exp: 2026-06-06→ Common Stock (2,648 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−1,310→ 0 totalExercise: $48.87Exp: 2027-02-20→ Common Stock (1,310 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−2,056→ 0 totalExercise: $26.46Exp: 2028-06-14→ Common Stock (2,056 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.