Synchronoss Technologies Files 8-K

TL;DR

Synchronoss signed a new deal, filing an 8-K on Dec 4th.

AI Summary

Synchronoss Technologies, Inc. filed an 8-K on December 4, 2025, reporting an entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The report date is December 3, 2025.

Why It Matters

This filing indicates a significant new agreement for Synchronoss Technologies, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material agreement and does not inherently present new risks.

Key Players & Entities

• Synchronoss Technologies, Inc. (company) — Registrant
• December 3, 2025 (date) — Earliest event reported
• December 4, 2025 (date) — Filing date
• 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — , each share of common stock, par value $0.0001 per share, of the Company (" Company Sh
• $9.00 — unt in cash, without interest, equal to $9.00 per share, minus the Company Transactio
• $24,400,000 — mpany Transaction Expenses in excess of $24,400,000; provided that no amount of Company Tra
• $25,620,000 — Transaction Expenses equals or exceeds $25,620,000, at which point all Company Transaction
• $7,752,000 — ired to pay Parent a termination fee of $7,752,000. Such circumstances include where the M

Filing Documents

• sncr-20251203.htm (8-K) — 63KB
• ex21projectskyfall-agreeme.htm (EX-2.1) — 704KB
• exh101projectskyfall-formo.htm (EX-10.1) — 119KB
• ex991_pr12042025.htm (EX-99.1) — 25KB
• g397781mmi001a03.jpg (GRAPHIC) — 3KB
• 0001628280-25-055229.txt ( ) — 1216KB
• sncr-20251203.xsd (EX-101.SCH) — 2KB
• sncr-20251203_lab.xml (EX-101.LAB) — 23KB
• sncr-20251203_pre.xml (EX-101.PRE) — 13KB
• sncr-20251203_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 3, 2025, Synchronoss Technologies, Inc., a Delaware corporation (" Synchronoss " or the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Lumine Group US Holdco, Inc., a Delaware corporation (" Parent "), and Skyfall Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Merger Sub "), providing for, subject to the terms and conditions set forth in the Merger Agreement, the merger of Merger Sub with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger Agreement and the transactions contemplated thereby, including the Merger, were unanimously approved by the Company's Board of Directors (the " Board "). Capitalized terms not otherwise defined herein have the meaning set forth in the Merger Agreement. Under the terms of the Merger Agreement, at the Effective Time of the Merger (the " Effective Time "), each share of common stock, par value $0.0001 per share, of the Company (" Company Shares ") issued and outstanding as of immediately prior to the Effective Time (other than Company RSAs (as defined below), Dissenting Company Shares, shares held in the treasury of the Company or shares owned by Parent, Merger Sub or any of their respective subsidiaries) will be cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to $9.00 per share, minus the Company Transaction Expense Overage (as defined below), if any, divided by the total number of Fully Diluted Shares (as defined below) (the " Merger Consideration "). For purposes of calculating the Merger Consideration, (i) " Company Transaction Expense Overage " means any amount of Company Transaction Expenses in excess of $24,400,000; provided that no amount of Company Transaction Expenses in excess of $24,400,000 shall be counted until the aggregate amount of Compan

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 4, 2025, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1. Information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K with respect to Item 7.01 and Exhibit 99.1 is not intended to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. Additional Information and Where to Find It In connection with the proposed transaction between Parent and the Company, the Company intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Synchronoss will mail the proxy materials to each stockholder entitled to vote at the special meeting relating to the Merger. This communication is not a substitute for the proxy statement or any other document that Synchronoss may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SYNCHRONOSS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT SYNCHRONOSS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE TH

Forward-Looking Statements

Forward-Looking Statements All of the statements in this Current Report on Form 8-K, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements made concerning the Company's intent to consummate the Merger. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Synchronoss' business and the price of the common stock of Synchronoss, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement that contemplates the proposed transaction by the stockholders of Synchronoss and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed transaction on Synchronoss' business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of Synchronoss and potential difficulties in Synchronoss employee retention as a result of the proposed transaction, (vi) risks related to diverting management's attention from Synchronoss' ongoing business operations, (vii) the outcome of a

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description Filed Herewith 2.1* Agreement and Plan of Merger, dated as of December 3, 2025, by and among Synchronoss Technologies, Inc., Lumine Group US Holdco, Inc. and Skyfall Merger Sub Inc. x 10.1 Form of Voting and Support Agreement by and amount Synchronoss Technologies, Inc., Lumine Group US Holdco, Inc. and the stockholders party thereto. x 99.1** Press Release, dated December 4, 2025, issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). x * Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. ** Furnished herewith. 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 4, 2025 Synchronoss Technologies, Inc. /s/ Jeffrey Miller Name: Jeffrey Miller Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR