SYNCHRONOSS TECHNOLOGIES INC 8-K

What Happened
Synchronoss Technologies, Inc. filed an 8-K reporting that it entered into a merger agreement (originally dated December 3, 2025) under which Skyfall Merger Sub will merge into Synchronoss and Synchronoss will become a wholly owned subsidiary of Lumine Group US Holdco. The company delivered an Expected Final Company Transaction Expenses Statement on February 3, 2026, and based on that statement there is no expense overage, so the merger consideration is expected to be $9.00 per share in cash. The company expects the merger to be consummated on February 13, 2026.

Key Details

• Merger Agreement parties: Synchronoss Technologies, Lumine Group US Holdco Inc. (Parent), and Skyfall Merger Sub Inc. (Merger Sub).
• Cash consideration: $9.00 per share (no Company Transaction Expense Overage reported).
• Expected closing date: February 13, 2026.
• Shares converted: All outstanding common shares (excluding certain exceptions like Company RSAs, dissenting shares, treasury shares, or shares owned by Parent/merger subsidiaries) will be cancelled and converted into the cash payment, calculated per Fully Diluted Shares.

Why It Matters
This 8-K confirms a definitive cash acquisition price and an expected closing date, which directly affects holders of Synchronoss common stock: eligible shareholders are expected to receive $9.00 per share in cash at closing. The filing also signals that transaction expenses did not reduce the announced per-share amount, removing a potential source of uncertainty about the final payout. Investors should review their holdings for eligibility (exclusions noted in the filing) and watch for any further closing notices or required shareholder actions.