Waldis Stephen G 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Synchronoss (SNCR) Exec Chairman Stephen Waldis Sells Shares
What Happened
Stephen G. Waldis, Executive Chairman and Director of Synchronoss Technologies (SNCR), disposed of a total of 133,353 shares on Feb 13, 2026 as part of the company’s merger. This includes 124,333 outstanding common shares that were cancelled and converted into $9.00 per share in cash (≈ $1,118,997). An additional 9,020 shares were derivative-related (options/exercise/conversion) that were cancelled and converted to cash under the merger’s option-payment formula (see Key Details). This was not an open‑market sale but the cash-out of holdings pursuant to the merger agreement.
Key Details
- Transaction date: 2026-02-13 (effective at the merger’s effective time).
- Common-share conversion: 124,333 common shares × $9.00 = $1,118,997 paid in cash.
- Derivative/option amounts reported: 9,020 shares (3,972 + 1,965 + 3,083) were option-related and converted under the merger’s option-payment formula.
- Total shares surrendered (common + derivative): 133,353.
- Option payment rule: each vested option was cancelled and converted into cash equal to (Merger Consideration $9.00 − option exercise price) × vested shares; options with exercise price ≥ $9.00 received $0.
- All outstanding options vested and were fully exercisable as of the Effective Time (per filing).
- Shares owned after transaction: the issuer’s outstanding common shares were cancelled at the Effective Time, so the reporting company common stock position was eliminated.
- Filing timing: reported on Form 4 dated 2026-02-13 (the same date as the transactions), indicating a timely filing.
Context
These transactions arose from the Agreement and Plan of Merger (Lumine Group US Holdco / Skyfall Merger Sub) — not a discretionary buy or sell in the open market. For retail investors, note that cash received for option conversions depends on each option’s strike price; some options may have yielded no cash if their exercise price equaled or exceeded $9.00. This filing reflects the contractual cash-out from the merger rather than a signal of insider sentiment via market trades.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-13−119,649→ 0 total - Disposition to Issuer
Common Stock
[F2][F1]2026-02-13−4,684→ 0 total(indirect: By Partnership) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−3,972→ 0 totalExercise: $61.92Exp: 2026-06-06→ Common Stock (3,972 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−1,965→ 0 totalExercise: $48.87Exp: 2027-02-20→ Common Stock (1,965 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−3,083→ 0 totalExercise: $26.46Exp: 2028-06-14→ Common Stock (3,083 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.