Form 4: Synchronoss Executive Chairman Sells Shares Post-Merger

Stephen G. Waldis, Executive Chairman of Synchronoss Technologies, disposed of common stock and stock options following the company's merger with Lumine Group US Holdco Inc. for $9.00 per share in cash.

Summary

• Stephen G. Waldis, Executive Chairman and Director of Synchronoss Technologies Inc. (SNCR), reported the disposition of securities.
• The transactions occurred on February 13, 2026, pursuant to the Agreement and Plan of Merger dated December 3, 2025.
• All issued and outstanding shares of Synchronoss common stock were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest.
• Waldis directly disposed of 119,649 shares of Common Stock.
• Waldis indirectly disposed of 4,684 shares of Common Stock held as General Partner of Waldis Family Partnership.
• Vested stock options were cancelled and converted into a cash payment determined by multiplying the excess of the $9.00 merger consideration over the applicable exercise price by the number of vested shares subject to the option.
• Options with an exercise price equal to or greater than $9.00 were cancelled for $0 consideration.
• The reported share numbers account for a one-for-nine Reverse Stock Split effected by Synchronoss on December 11, 2023, with fractional shares rounded up.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it reports a factual, completed transaction (insider disposition post-merger) rather than new operational or financial performance data. The sentiment around the merger itself would have been assessed at the time of its announcement.

Positives

• The merger provided a clear cash exit for shareholders at $9.00 per share.
• All outstanding options held by the reporting person vested and became fully exercisable at the effective time of the merger.

Negatives

• Stock options with an exercise price equal to or greater than the $9.00 merger consideration were cancelled for no value, indicating some options held by the reporting person were out-of-the-money.

Future Outlook

This Form 4 reports a completed transaction related to a merger and does not contain forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

StockSavvy.ai notes that mergers and acquisitions are common in the technology sector, often leading to significant changes in company structure and insider holdings. This transaction reflects the finalization of Synchronoss's acquisition by Lumine Group, a strategic move that consolidates market positions and potentially streamlines operations within the acquiring entity's portfolio.

Comparison to Industry Standards

• NA. This Form 4 reports an insider transaction following a merger, which does not lend itself to direct comparison with industry-standard operational or financial benchmarks. The $9.00 per share merger consideration would have been evaluated against market valuations and comparable M&A deals at the time the merger agreement was announced, not in this subsequent insider filing.

Related Party Transactions

• The indirect disposition of 4,684 shares of Common Stock by Stephen G. Waldis as General Partner of Waldis Family Partnership is noted as a related party transaction, occurring as part of the broader merger.

Stakeholder Impact

• Shareholders received $9.00 per share in cash for their common stock, concluding their investment in Synchronoss Technologies Inc. as a standalone public entity.
• Option holders received cash payments for vested options where the exercise price was below the $9.00 merger consideration, while out-of-the-money options were cancelled for no value.

Key Dates

Keywords

Synchronoss Technologies, SNCR, Stephen Waldis, Form 4, Insider Transaction, Merger, Lumine Group, Stock Disposition, Executive Chairman, Beneficial Ownership