Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply judgment in evaluating the cost-benefit relationship of those disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Our disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives.
Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of June 30, 2026, were effective in providing reasonable assurance that the objectives of the disclosure controls and procedures are met.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 Internal Control – Integrated Framework . Based on its assessment using those criteria, our management concluded that our internal control over financial reporting was effective as of June 30, 2026.
The effectiveness of our internal control over financial reporting as of June 30, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their Report of Independent Registered Public Accounting Firm on internal control over financial reporting which is included with the Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the fiscal year ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information.
During the three months ended June 30, 2026, none of our directors or 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).
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Information called for by Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K has been omitted as we intend to file with the SEC, pursuant to General Instructions G(3) to Form 10K, not later than 120 days after the end of our fiscal year ended June 30, 2026, a definitive Proxy Statement relating to the 2026 Annual Meeting pursuant to Regulation 14A promulgated under the Exchange Act (the “Part III Filing”). Such information will be set forth in such Part III Filing and is incorporated herein by reference.
ITEM 10. Directors, Executive Officers and Corporate Governance.
The information required to be included by Item 10 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 11. Executive Compensation.
The information required to be included by Item 11 of the Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required to be included by Item 12 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
The information required to be included by Item 13 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 14. Principal Accountant Fees and Services.
The information required to be included by Item 14 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements. For a list of the financial statements included in this Annual Report on Form 10-K, see “Index to Financial Statements” included herein.
(a)(2) Financial Statement Schedules. None.
(a)(3) Exhibits. The list of exhibits filed as a part of this Annual Report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated by reference in this Item 15(a)(3).
(b) Exhibits . See Exhibit Index.
(c) Separate Financial Statements and Schedules . None.
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ITEM 16. FORM 10-K SUMMARY
None
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Exhibit Index
Exhibit
Number Description Filed
herewith Form Exhibit Filing
Date
3.1 Second Amended and Restated Articles of Incorporation and Articles of Amendment
8-K 3.1 1/27/2022
3.2 Amended and Restated Bylaws
10-Q 3.1 5/7/2024
4.1 Form of Common Stock Certificate SB-2 4.1 2/7/1994
4.2 Description of Securities
10-K 4.2 8/27/2024
Management Contracts and Compensation Plans and Arrangements
10.1 ScanSource, Inc. 2026 Board of Directors Compensation Program
X
10.2 ScanSource, Inc. Nonqualified Deferred Compensation Plan, as Amended and Restated Effective January 1, 2021
10-Q 10.3 5/10/2021
10.3 Executive Severance Plan
8-K 10.3 6/21/2017
10.4 ScanSource, Inc. Management Incentive Plan
10-K 10.7 8/22/2023
10.5 Amended and Restated Employment Agreement, effective as of July 1, 2017, of Michael L. Baur
8-K 10.1 6/21/2017
10.6 Employment Letter, dated November 16, 2020, of Stephen Jones
10-Q 10.1 2/2/2021
10.7 Employment Letter, dated May 6, 2021 of Rachel Hayden
10-K 10.29 8/24/2021
10.8 Employment Letter, dated February 9, 2023 of Shana Smith
10-K/A 10.23 10/24/2023
10.9 Employment Letter, dated June 29, 2022 of Alexandre Conde
10-K 10.11 8/27/2024
10.10 Severance Plan, dated December 13, 2023 for Alexandre Conde
10-K 10.12 8/27/2024
10.11 2013 Long-Term Incentive Plan
S-8 99 12/5/2013
10.12 Form of Incentive Stock Option Award Certificate under ScanSource, Inc. 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
10-Q 10.3 2/6/2014
10.13 Form of Non-Qualified Stock Option Award Certificate under ScanSource, Inc. 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
10-Q 10.4 2/6/2014
10.14 Form of Non-Qualified Stock Option Award Certificate under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.3 12/8/2017
10.15 Form of Incentive Stock Option Award Certificate under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.4 12/8/2017
10.16 ScanSource, Inc. 2021 Omnibus Incentive Compensation Plan
10-K 10.3 8/22/2023
10.17 Form of Employee Restricted Stock Award Certificate under the 2021 Omnibus Incentive Compensation Plan
8-K 10.2 1/27/2022
10.18 Form of Restricted Stock Unit Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan
8-K 10.4 1/27/2022
10.19 Form of Director Restricted Stock Unit Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan
8-K 10.5 1/27/2022
10.20 Form of Employee Restricted Stock Unit Award Certificate (Performance and Service-Based) under the 2021 Omnibus Incentive Compensation Plan
8-K 10.6 1/27/2022
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10.21 Form of Incentive Stock Option Award Certificate under the 2021 Omnibus Incentive Compensation Plan
8-K 10.7 1/27/2022
10.22 Form of Non-Qualified Stock Option Award Certificate under the 2021 Omnibus Incentive Compensation Plan
8-K 10.8 1/27/2022
10.23 Form of Director Stock Award Certificate under the 2021 Omnibus Incentive Compensation Plan
8-K 10.9 1/27/2022
10.24 ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan
8-K 10.1 12/10/2024
10.25 Form of Director Restricted Stock Unit Award Certificate under the 2024 Omnibus Incentive Compensation Plan
X
10.26 Form of Performance-Based Restricted Stock Unit Award Certificate (Performance- and Service-Based) under the 2024 Omnibus Incentive Compensation Plan
X
10.27 Form of Restricted Stock Unit Award Certificate (Service-Based) under the 2024 Omnibus Incentive Compensation Plan
X
Bank Agreements
10.24 Credit Agreement, dated as of December 18, 2025, by and among ScanSource, Inc., certain of its subsidiaries party thereto, as subsidiary borrowers, the lenders party thereto, and PNC Bank, National Association, as administrative agent
8-K 10.1 12/19/2025
Other Agreements
10.26 + Industrial Lease Agreement between Registrant and Industrial Developments International, Inc.
10-K 10.26 8/29/2007
10.27 + Third Amendment to Industrial Lease Agreement between Registrant and Industrial Developments International, Inc.
10-K 10.41 8/29/2016
10.28 Fourth Amendment to Industrial Lease Agreement
10-Q 10.1 5/9/2019
10.29 + Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.
10-K 10.38 8/22/2019
10.30 + Amendment No. 3 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.39 8/22/2019
10.31 + Amendment No. 5 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.40 8/22/2019
10.32 + Amendment No. 6 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.41 8/22/2019
10.33 + Amendment No. 7 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.42 8/22/2019
10.34 Amendment No. 9 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.43 8/22/2019
10.35 + Amendment No. 11 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.44 8/22/2019
10.36 Amendment No. 13 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.46 8/22/2019
10.37 Amendment No. 14 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.47 8/22/2019
10.38 Amendment No. 17 to Cisco Nonexclusive Value Added Distributor Agreement
10-Q 10.2 5/10/2021
10.39 Amendment No. 21 to the Nonexclusive Value Added Distributor Agreement
10-K 10.59 8/22/2023
10.40 Amendment No. 22 to the Nonexclusive Value Added Distributor Agreement
10-K 10.40 8/21/2025
10.41 Amendment No. 23 to the Nonexclusive Value Added Distributor Agreement
10-K 10.41 8/21/2025
10.45 Amendment No. 24 to the Nonexclusive Value Added Distributor Agreement
10-Q 10.1 5/7/2026
10.42 + Addendum to Cisco Nonexclusive Value Added Distributor Agreement dated March 25, 2019
10-K 10.48 8/22/2019
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10.43 + Addendum to Cisco Nonexclusive Value Added Distributor Agreement dated March 2, 2015
10-K 10.49 8/22/2019
10.44 + Affiliate Agreement under Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.50 8/22/2019
10.45 + Distribution Agreement with US Motorola (f/k/a Symbol Technologies, Inc.)
10-K 10.58 8/24/2021
10.46 + Amendment to PartnerEmpower Distribution Agreement with Zebra
10-K 10.59 8/24/2021
10.47 Participation Agreement Relating to Distribution Agreement with Zebra
10-K 10.51 8/29/2016
10.48 + Amendment to PartnerConnect EVM Distributor Agreement
10-K 10.61 8/24/2021
10.49 + Addendum to Zebra PartnerConnect Distributor Agreement
10-Q 10.2 5/9/2019
10.50 Letter of Agreement to PartnerConnect EVM Distributor Agreement
10-K 10.55 8/31/2020
10.51 Addendum to Zebra PartnerConnect EVM Distributor Agreement
10-K 10.64 8/24/2021
10.52 + Addendum to Zebra PartnerConnect EVM Distributor Agreement
10-K 10.54 8/27/2024
10.53 + Zebra Partner Connect Program Agreement
10-K 10.53 8/21/2025
19.1 Insider Trading Policy
10-K 19.1 8/21/2025
21.1 Subsidiaries of the Company
X
23.1 Consent of Deloitte & Touche LLP
X
23.2 Consent of Grant Thornton LLP
X
31.1 Certification of the Chief Executive Officer
X
31.2 Certification of the Chief Financial Officer
X
32.1 Certification of the Chief Executive Officer
X
32.2 Certification of the Chief Financial Officer
X
97.1 Compensation Recovery Plan
10-Q 99.1 11/9/2023
101 The following materials from our Annual Report on Form 10-K for the year ended June 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 30, 2026 and June 30, 2025, (ii) the Consolidated Income Statements for the years ended June 30, 2026, June 30, 2025 and June 30, 2024, (iii) the Consolidated Statements of Shareholders' Equity for the years ended June 30, 2026, June 30, 2025 and June 30, 2024, (iv) the Consolidated Statements of Cash Flows for the years ended June 30, 2026, June 30, 2025 and June 30, 2024, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
X
104 Cover page Inline XBRL File (Included in Exhibit 101) X
+ Portions of this exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
Our SEC file number for documents filed with the SEC pursuant to the Exchange Act is 000-26926.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: August 20, 2026 By: /s/ MICHAEL L. BAUR
Michael L. Baur
Chairman and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ MICHAEL L. BAUR Chairman and Chief Executive Officer August 20, 2026
Michael L. Baur (Principal Executive Officer)
/s/ STEVE JONES Senior Executive Vice President and Chief Financial Officer August 20, 2026
Steve Jones (Principal Financial Officer)
/s/ BRANDY FORD Senior Vice President and Chief Accounting Officer August 20, 2026
Brandy Ford (Principal Accounting Officer)
/s/ CHARLES A. MATHIS Lead Independent Director August 20, 2026
Charles A. Mathis
/s/ FRANK E. EMORY, JR. Director August 20, 2026
Frank E. Emory, Jr.
/s/ VERNON J. NAGEL Director August 20, 2026
Vernon Nagel
/s/ DOROTHY F. RAMONEDA Director August 20, 2026
Dorothy F. Ramoneda
/s/ JEFFREY R. RODEK Director August 20, 2026
Jeffrey R. Rodek
/s/ ELIZABETH O. TEMPLE Director August 20, 2026
Elizabeth O. Temple
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