Form 4: Doran Patrick Joseph reports disposition transactions in SNCR

Rhea-AI Filing Summary

Doran Patrick Joseph reported disposition transactions in a Form 4 filing for SNCR. The filing lists transactions totaling 198,301 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^*

Doran Patrick Joseph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Technology 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		164,211	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)	$61.92	02/13/2026		D			3,310(2)	(3)	06/06/2026	Common Stock	3,310	(4)	0	D
Stock Option (Right to Buy)	$48.87	02/13/2026		D			5,116(2)	(3)	02/20/2027	Common Stock	5,116	(4)	0	D
Stock Option (Right to Buy)	$26.46	02/13/2026		D			7,508(2)	(3)	06/14/2028	Common Stock	7,508	(4)	0	D
Stock Option (Right to Buy)	$10.71	02/13/2026		D			18,156(2)	(3)	07/08/2029	Common Stock	18,156	(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/ Patrick Joseph Doran	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 EVP Patrick Joseph Doran report on this Form 4?

Patrick Joseph Doran reported the disposition of his Synchronoss Technologies common stock and stock options. His 164,211 common shares and multiple option grants were cancelled in connection with a merger that provided $9.00 per share in cash consideration to stockholders.

How many Synchronoss Technologies (SNCR) common shares did the EVP dispose of?

He disposed of 164,211 shares of Synchronoss Technologies common stock. These shares were cancelled at the merger’s effective time and automatically converted into the right to receive $9.00 per share in cash, without interest, under the merger agreement’s terms.

What cash consideration did SNCR shareholders receive in the reported merger?

Each share of Synchronoss Technologies common stock was converted into the right to receive $9.00 per share in cash. This fixed cash amount was paid without interest when all issued and outstanding shares were cancelled at the merger’s effective time under the merger agreement.

What happened to Patrick Doran’s Synchronoss (SNCR) stock options in the merger?

All of Patrick Doran’s outstanding stock options vested and became fully exercisable at the merger’s effective time. They were then cancelled and converted into cash payments based on the $9.00 merger price, subject to applicable tax withholdings and each option’s exercise price.

How were SNCR stock option cash payments calculated for the EVP in this filing?

Each vested option’s cash payment equaled the excess, if any, of the $9.00 merger consideration over the option’s exercise price, multiplied by the number of vested underlying shares. Options with exercise prices at or above $9.00 were cancelled for no consideration under these terms.

Did any Synchronoss (SNCR) options receive no payment in this merger-related Form 4?

Yes. Under the merger agreement, any vested stock option with an exercise price equal to or greater than the $9.00 merger consideration received an option payment of $0. Those options were cancelled at the effective time without any cash consideration to the holder.