Form 4: Synchronoss CTO Sells Shares, Options in $9.00/Share Merger

Synchronoss Technologies' EVP & CTO, Patrick Joseph Doran, disposed of all common stock and vested stock options following the company's merger at $9.00 per share.

Summary

• Patrick Joseph Doran, EVP & Chief Technology Officer of Synchronoss Technologies Inc. (SNCR), reported the disposition of all his beneficial ownership in the company.
• This disposition occurred on February 13, 2026, as a result of the Agreement and Plan of Merger, dated December 3, 2025, with Lumine Group US Holdco Inc. and Skyfall Merger Sub Inc.
• All issued and outstanding shares of Synchronoss common stock were cancelled and converted into the right to receive $9.00 per share in cash.
• Doran disposed of 164,211 shares of common stock.
• All outstanding stock options vested and became fully exercisable at the effective time of the merger.
• Vested stock options were cancelled and converted into a cash payment equal to (Merger Consideration Exercise Price) multiplied by the number of vested shares, less applicable deductions.
• Options with an exercise price equal to or greater than $9.00 were cancelled for $0 consideration.
• The reported share numbers account for a one-for-nine Reverse Stock Split effected by the Issuer on December 11, 2023.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as a procedural report following a definitive corporate event (merger). It's positive for common shareholders receiving cash, but neutral to negative for option holders whose exercise price exceeded the merger consideration, resulting in no payout for those specific options.

Positives

• Patrick Joseph Doran received $9.00 per share in cash for his 164,211 shares of common stock, totaling approximately $1,477,899.
• Vested stock options with an exercise price below $9.00 would have resulted in a cash payout for the holder.

Negatives

• Stock options with exercise prices of $61.92 (3,310 shares), $48.87 (5,116 shares), $26.46 (7,508 shares), and $10.71 (18,156 shares) were cancelled for $0 consideration because their exercise prices were equal to or greater than the $9.00 merger consideration.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider filings like this Form 4 are a direct consequence of corporate actions such as mergers and acquisitions. The acquisition of Synchronoss Technologies by Lumine Group indicates a consolidation trend within the technology sector, particularly in areas where Synchronoss operates. Such transactions often reflect strategic shifts by larger entities to expand market share or acquire specific technological capabilities, and for the acquired company, it represents a liquidity event for shareholders and a new strategic direction under different ownership.

Comparison to Industry Standards

• A cash-out merger at a fixed price per share is a standard mechanism for taking a public company private or integrating it into a larger entity, providing a clear valuation benchmark for Synchronoss at the time of the transaction.
• Similar transactions in the software or telecom services sector often involve premiums over pre-announcement trading prices, reflecting the strategic value of the acquired assets.
• The cancellation of out-of-the-money options (those with exercise prices above the merger consideration) is standard practice in such transactions, ensuring that only in-the-money options or common stock holders receive value.

Stakeholder Impact

• Shareholders: Received $9.00 per share in cash for their common stock, providing liquidity and a definitive return on investment.
• Employees (specifically option holders): Those with in-the-money options received a cash payout, while those with out-of-the-money options received no consideration for those specific options.
• Company (Synchronoss Technologies Inc.): Ceased to be a publicly traded entity, becoming part of Lumine Group US Holdco Inc.

Key Dates

Keywords

Synchronoss Technologies, SNCR, Merger, Form 4, Insider Transaction, Stock Options, Common Stock, Lumine Group, Reverse Stock Split, Executive Compensation, Patrick Joseph Doran