SYNCHRONOSS TECHNOLOGIES INC 8-K

What Happened

• Synchronoss Technologies Inc. (SNCR) filed an 8‑K reporting that the merger approved at its special meeting has closed (special meeting Feb 12, 2026; press release issued Feb 13, 2026). As a result of the closing, the company became a wholly owned subsidiary of the acquiring Parent, and the filing incorporates related change‑of‑control, delisting and charter/bylaw amendment matters.
• In connection with the closing (the “Closing Date”), the company terminated its Credit Agreement (dated June 28, 2024; amended April 24, 2025) and its Receivables Purchase Agreement (dated June 22, 2022). The filing states all outstanding obligations under both agreements were paid in full and all related liens and guarantees were released.

Key Details

• Special meeting results (record date Dec 29, 2025; ~68.93% of shares present/proxy): Merger Proposal approved — For 7,691,899; Against 223,251; Abstain 16,487. Compensation (advisory) proposal approved — For 3,963,671; Against 3,355,968; Abstain 611,998.
• Credit Agreement and related commitments (including letters of credit) were terminated and paid in full upon closing; all liens and guarantees released.
• Receivables Purchase Agreement obligations paid in full and related liens/guarantees released upon closing.
• Company filed amended certificate of incorporation and amended bylaws and attached a press release (Exhibit 99.1) announcing the completion.

Why It Matters

• The approved and completed merger changes control of the company — SNCR is now a wholly owned subsidiary of Parent — which typically results in the company no longer trading as a public independent entity and triggers corporate governance and reporting changes (reflected in the filing’s delisting and charter/bylaw amendments).
• Termination and payoff of the credit and receivables facilities removes those financing obligations and related liens, which affects the company’s balance sheet and creditor relationships going forward.
• Stockholders should note the formal vote results and that the advisory compensation vote passed; further actions (e.g., delisting, updates to reporting status, or changes to management) may follow as the new owner implements post‑closing steps.