Form 4: Miller Jeffrey George reports disposition transactions in SNCR

Rhea-AI Filing Summary

Miller Jeffrey George reported disposition transactions in a Form 4 filing for SNCR. The filing lists transactions totaling 511,412 shares.

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^*

Miller Jeffrey George

(Last) (First) (Middle)

200 CROSSING BOULEVARD

8TH FLOOR

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		429,647	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 Purchase)	$61.92	02/13/2026		D			3,310(2)	(3)	06/06/2026	Common Stock	3,310	(4)	0	D
Stock Option (Right to Purchase)	$48.87	02/13/2026		D			4,093(2)	(3)	02/20/2027	Common Stock	4,093	(4)	0	D
Stock Option (Right to Purchase)	$35.55	02/13/2026		D			27,884(2)	(3)	03/08/2028	Common Stock	27,884	(4)	0	D
Stock Option (Right to Buy)	$10.44	02/13/2026		D			46,478(2)	(3)	07/12/2029	Common Stock	46,478	(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 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/ Jeffrey Miller	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 insider transaction did SNCR CEO Jeffrey Miller report on this Form 4?

Jeffrey Miller reported disposing of his Synchronoss common stock and stock options in connection with a cash merger. His 429,647 common shares were cancelled and converted into the right to receive $9.00 per share in cash under the merger agreement.

How many Synchronoss (SNCR) shares did the CEO relinquish in the merger?

The CEO relinquished 429,647 shares of common stock, held directly. At the merger’s effective time, these shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest, as merger consideration.

What happened to Jeffrey Miller’s Synchronoss (SNCR) stock options in the merger?

All of Jeffrey Miller’s outstanding options became fully vested and exercisable at the merger’s effective time. Each vested option was cancelled and converted into a cash amount based on the $9.00 merger price, with options priced at or above $9.00 receiving no payment.

What cash consideration did SNCR shareholders receive in the merger referenced in this Form 4?

All issued and outstanding Synchronoss common shares were cancelled and converted into the right to receive $9.00 per share in cash, without interest. This fixed cash amount is referred to as the merger consideration in the agreement and applied to the CEO’s shares as well.

Which companies were parties to the Synchronoss (SNCR) merger affecting this Form 4?

The merger involved Synchronoss Technologies, Inc., Lumine Group US Holdco Inc., and Skyfall Merger Sub Inc.. Under their merger agreement, all Synchronoss common shares were cancelled and converted into the right to receive cash at $9.00 per share.

Did any Synchronoss (SNCR) options receive no value in the merger?

Yes. Under the merger terms, each vested option’s cash payment equaled the excess of $9.00 over its exercise price times vested shares. Options with an exercise price equal to or greater than $9.00 received an option payment of $0 and were cancelled without consideration.