Form 4: Ferraro Lou reports disposition transactions in SNCR

Rhea-AI Filing Summary

Ferraro Lou reported disposition transactions in a Form 4 filing for SNCR. The filing lists transactions totaling 151,558 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^*

Ferraro Lou

(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)
	Chief Financial 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		132,979	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			921(2)	(3)	06/06/2026	Common Stock	921	(4)	0	D
Stock Option (Right to Buy)	$48.87	02/13/2026		D			2,302(2)	(3)	02/20/2026	Common Stock	2,302	(4)	0	D
Stock Option (Right to Buy)	$33.66	02/13/2026		D			2,778(2)	(3)	09/11/2027	Common Stock	2,778	(4)	0	D
Stock Option (Right to Buy)	$26.46	02/13/2026		D			3,304(2)	(3)	06/14/2028	Common Stock	3,304	(4)	0	D
Stock Option (Right to Buy)	$26.19	02/13/2026		D			2,223(2)	(3)	08/05/2028	Common Stock	2,223	(4)	0	D
Stock Option (Right to Buy)	$10.71	02/13/2026		D			2,421(2)	(3)	07/08/2029	Common Stock	2,421	(4)	0	D
Stock Option (Right to Buy)	$14.85	02/13/2026		D			2,778(2)	(3)	08/09/2029	Common Stock	2,778	(4)	0	D
Stock Option (Right to Buy)	$9.9	02/13/2026		D			1,852(2)	(3)	11/02/2029	Common Stock	1,852	(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/ Lou Ferraro	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).
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FAQ

What did Synchronoss Technologies (SNCR) CFO report in this Form 4?

The CFO, Lou Ferraro, reported disposing of 132,979 shares of common stock and cancelling multiple stock option awards. After these merger-related transactions, he reported zero shares and zero options beneficially owned.

Why were Lou Ferraro’s Synchronoss (SNCR) shares and options disposed of?

His holdings were disposed of under a merger agreement where all outstanding Synchronoss common shares were cancelled. Each share was automatically converted into the right to receive $9.00 in cash, and vested options were cancelled for cash based on intrinsic value, if any.

What merger terms affected Synchronoss (SNCR) common shareholders in this filing?

At the merger’s Effective Time, each Synchronoss common share was cancelled and converted into the right to receive $9.00 per share in cash, without interest. This applied to all issued and outstanding shares, including those held by the company’s Chief Financial Officer.

How were Synchronoss (SNCR) stock options treated for the CFO in this report?

All outstanding options were vested and fully exercisable at the merger’s Effective Time, then cancelled. Each vested option converted into a cash amount equal to the excess of the $9.00 merger price over its exercise price, multiplied by shares, less required withholdings.

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

Options with an exercise price equal to or greater than $9.00 received no merger payment. Under the merger terms, their Option Payment was $0, and those options were cancelled without any consideration to the holder.

Did the Synchronoss (SNCR) CFO retain any equity after these Form 4 transactions?

No. The Form 4 shows zero common shares and zero derivative securities beneficially owned after the reported transactions. All of his reported common stock and stock options were eliminated through merger-related cancellations and cash settlement rights.