Item 5. Other Information
Item 5. Other Information
During the three months ended December 31, 2024, none of our directors or our officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933), except as follows:
On December 20, 2024 , Steve Jones , our Senior Vice President and Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and that provides for the sale of up to 5,849 shares of our common stock, subject to certain conditions until October 31, 2025 (or an earlier date on which all transactions under the trading arrangement have been completed or certain other events occur).
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Item 6. Exhibits
Exhibit
Number Description
10.1* ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on December 10, 2024, and incorporated by reference herein).
10.2* Form of Restricted Stock Unit Award Certificate (Service-Based) under the ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on December 10, 2024, and incorporated by reference herein).
10.3 (a)+ Amendment to Zebra PartnerConnect EVM Distributor Agreement, dated as of November 27, 2024, by and between Zebra Technologies International, LLC and ScanSource, Inc.
10.4 (a)+ Letter Agreement, dated as of December 10, 2024, by and between ScanSource, Inc. and Cisco Systems, Inc.
31.1 (a) Certification of the Chief Executive Officer, Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 (a) Certification of the Chief Financial Officer, Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 (b) Certification of the Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 (b) Certification of the Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 (a) The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at December 31, 2024 and June 30, 2024; (ii) the Condensed Consolidated Income Statements for the quarters and six months ended December 31, 2024 and 2023; (iii) the Condensed Consolidated Statements of Comprehensive Income for the quarters and six months ended December 31, 2024 and 2023; (iv) the Condensed Consolidated Statements of Shareholder's Equity for the quarters and six months ended December 31, 2024 and 2023; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023; and (vi) the Notes to the Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL
104 (a) Cover page Inline XBRL File (Included in Exhibit 101)
* Management contract or compensatory plan or arrangement
(a) Filed herewith
(b) Furnished herewith
+ Portions of this exhibit have been omitted pursuant to Item 601(b) of Regulation S-K
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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 thereunto duly authorized.
ScanSource, Inc.
Date: January 30, 2025 /s/ MICHAEL L. BAUR
Michael L. Baur
Chair, President and Chief Executive Officer
(Principal Executive Officer)
Date: January 30, 2025 /s/ STEVE JONES
Steve Jones
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: January 30, 2025 /s/ BRANDY FORD
Brandy Ford
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.