Form 4: Bernstein Martin Francis reports disposition transactions in SNCR

Rhea-AI Filing Summary

Bernstein Martin Francis reported disposition transactions in a Form 4 filing for SNCR. The filing lists transactions totaling 63,832 shares.

Insights

Corporate actions and insider transactions analyst

Director’s holdings are cashed out in a completed $9.00-per-share merger.

This filing shows Martin Francis Bernstein, a director of Synchronoss Technologies, disposing of 60,498 common shares and 3,334 stock options as part of a cash merger. The disposition is coded as a transaction to the issuer, reflecting the merger closing mechanics rather than open-market trading.

The footnotes explain that all Synchronoss common stock was cancelled and converted into the right to receive $9.00 per share in cash. Vested options were cancelled for a cash amount equal to any excess of the $9.00 consideration over the exercise price, with options priced at or above $9.00 receiving no value. Bernstein’s reported post-transaction holdings are zero, indicating his equity stake ended at closing.

This Form 4 mainly documents how the merger terms applied to one director’s equity, rather than indicating a discretionary insider view on valuation. The more consequential information for investors lies in the merger consideration and structure, which are described in the agreement referenced in the footnotes and typically detailed in separate merger-related filings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bernstein Martin Francis

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	3,334	$0.00	--
Disposition	Common Stock	60,498	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

1. 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"). The number of non-derivative 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. As of the Effective Time, all outstanding options have vested and are fully exercisable. 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bernstein Martin Francis

(Last) (First) (Middle)

200 CROSSING BLVD.

(Street)

BRIDGEWATER NJ 08807

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNCHRONOSS TECHNOLOGIES INC [ SNCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		D		60,498	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$26.19	02/13/2026		D			3,334(2)	(3)	08/05/2028	Common Stock	3,334	(4)	0	D

Explanation of Responses:

1. 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").

2. The number of non-derivative 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.

3. As of the Effective Time, all outstanding options have vested and are fully exercisable.

4. 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.

Remarks:

	/s/Martin Bernstein	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did SNCR director Martin Francis Bernstein report in this Form 4?

He reported disposing of 60,498 shares of Synchronoss Technologies common stock and 3,334 stock options on February 13, 2026. These transactions reflect the closing of a cash merger in which all Synchronoss shares were cancelled and converted into a cash right.

Why were Synchronoss Technologies (SNCR) shares disposed at $9.00 per share?

The shares were disposed under a merger agreement where all issued and outstanding Synchronoss common stock was cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest. This fixed cash amount is described as the merger consideration in the agreement.

How were SNCR stock options treated in the merger described in this Form 4?

As of the merger’s effective time, all outstanding options vested and became fully exercisable. Each vested option was then cancelled and converted into a cash payment equal to any excess of the $9.00 merger consideration over its exercise price, multiplied by the vested shares, subject to withholding.

What happened to Synchronoss options with exercise prices at or above $9.00?

Options with exercise prices equal to or greater than $9.00 received no cash payment and were cancelled for no consideration. The footnotes state that the option payment for each such option was $0, consistent with the formula based on the $9.00 merger consideration.

What are Martin Francis Bernstein’s SNCR holdings after these transactions?

After the reported merger-related transactions, he reported owning zero shares of Synchronoss common stock and zero derivative securities. The tables show 0 common shares and 0 stock options beneficially owned following the disposition transactions coded as to the issuer.

Who were the merger parties mentioned in the SNCR Form 4 footnotes?

The merger agreement was among Synchronoss Technologies Inc., Lumine Group US Holdco Inc., a Delaware corporation, and Skyfall Merger Sub Inc., also a Delaware corporation. At the merger’s effective time, all Synchronoss common shares were cancelled and converted into the $9.00 cash right.