Form 4: Harris Laurie reports disposition transactions in SNCR

Rhea-AI Filing Summary

Harris Laurie reported disposition transactions in a Form 4 filing for SNCR. The filing lists transactions totaling 56,221 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^*

Harris Laurie

(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
	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		47,632	D	(1)	0	D
Common Stock	02/13/2026		D		1,889(2)	D	(1)	0	I	See footnote(3)

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)	$72.81	02/13/2026		D			3,334(2)	(4)	07/31/2026	Common Stock	3,334	(5)	0	D
Stock Option (Right to Buy)	$26.46	02/13/2026		D			2,056(2)	(4)	06/14/2028	Common Stock	2,056	(5)	0	D
Stock Option (Right to Buy)	$48.87	02/13/2026		D			1,310(2)	(4)	02/20/2027	Common Stock	1,310	(5)	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 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. The Indirect shares reported herein are held by Reporting Person's spouse.

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

5. 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/ Laurie L. Harris	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did SNCR director Laurie Harris report?

Laurie Harris reported disposing of all Synchronoss Technologies common stock and stock options. The disposals occurred when a merger closed, cancelling existing shares and options and converting eligible positions into cash at $9.00 per share, in line with the merger terms.

How were SNCR common shares treated in the reported merger?

All issued and outstanding Synchronoss Technologies common shares were cancelled and automatically converted into the right to receive $9.00 per share in cash. This consideration was paid without interest, as specified in the Agreement and Plan of Merger referenced in the insider transaction disclosure.

What happened to Laurie Harris’s SNCR stock options in this Form 4?

All outstanding Synchronoss Technologies stock options held by Laurie Harris vested and became fully exercisable at the merger’s effective time. Each vested option was then cancelled and converted into a cash payment only if its exercise price was below $9.00 per share, otherwise it was cancelled without consideration.

Were any SNCR shares reported as indirectly owned by Laurie Harris?

Yes. The filing notes that some Synchronoss Technologies common shares were held indirectly through Harris’s spouse. These indirect shares were also disposed of in the merger transaction and converted into the same $9.00 per share cash consideration as directly held common stock.

How was the cash payment for SNCR stock options calculated in the merger?

For each vested option, the cash payment equaled the excess of the $9.00 per share merger consideration over the option’s exercise price, multiplied by the number of vested underlying shares. Applicable taxes and withholdings were deducted, and options with exercise prices at or above $9.00 received no payment.

Did the Form 4 mention any prior SNCR corporate actions affecting share counts?

Yes. The disclosure explains that reported share amounts reflect a one-for-nine reverse stock split completed on December 11, 2023. No fractional shares were issued; any fractional interests that would have resulted from the reverse stock split were rounded up to the nearest whole share.