ScanSource eliminates CIO role, provides severance

ScanSource, Inc. reported a leadership change involving its technology function.

Rhea-AI Filing Summary

ScanSource, Inc. reported a leadership change involving its technology function. On May 22, 2026, the company notified Senior Executive Vice President and Chief Information Officer Rachel Hayden that her role will be eliminated, effective June 8, 2026.

Under the company’s Executive Severance Plan, she will receive severance benefits and will be bound by non-compete, non-solicitation, non-disclosure and other restrictive covenants described in that plan.

Insights

Corporate governance analyst

ScanSource discloses elimination of its CIO role with standard severance terms.

ScanSource, Inc. is removing the Senior Executive Vice President and Chief Information Officer role, held by Rachel Hayden, with an effective date of June 8, 2026. The change is framed as a role elimination rather than a performance-related departure.

The departing executive qualifies for severance benefits under the company’s Executive Severance Plan, indicating a structured, pre-defined approach to executive transitions. The filing also highlights non-compete, non-solicitation, non-disclosure and other restrictive covenants, which are designed to protect company information and relationships after the departure.

There are no financial figures or strategic rationales discussed in the excerpt, so any impact assessment rests mainly on how important the CIO function is to ScanSource’s operations. Subsequent company communications or filings may provide more detail on succession planning or organizational restructuring.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Executive Severance Plan, non-compete, non-solicitation, non-disclosure

4 terms

Executive Severance Plan financial

"Mrs. Hayden is entitled to severance benefits as set forth in the Company’s Executive Severance Plan"

non-compete financial

"will be subject to the non-compete, non-solicitation, non-disclosure and other restrictive covenants"

A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.

non-solicitation financial

"will be subject to the non-compete, non-solicitation, non-disclosure and other restrictive covenants"

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

non-disclosure financial

"will be subject to the non-compete, non-solicitation, non-disclosure and other restrictive covenants"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did ScanSource (SCSC) report in this 8-K?

ScanSource reported that Senior Executive Vice President and Chief Information Officer Rachel Hayden’s role will be eliminated. The company notified her on May 22, 2026, with an effective date of June 8, 2026, formally disclosing the leadership change in this current report.

When does the CIO role elimination at ScanSource (SCSC) become effective?

The elimination of Rachel Hayden’s Senior Executive Vice President and Chief Information Officer role becomes effective June 8, 2026. She was notified on May 22, 2026, giving a short transition period between notice and the effective date of her role ending.

What severance arrangements apply to ScanSource executive Rachel Hayden?

Rachel Hayden is entitled to severance benefits under ScanSource’s Executive Severance Plan. Her departure also triggers non-compete, non-solicitation, non-disclosure and other restrictive covenants contained in that plan, which govern her post-employment conduct and protect the company’s business interests.

What restrictive covenants will bind the departing ScanSource CIO?

The departing CIO will be subject to non-compete, non-solicitation, non-disclosure and other restrictive covenants. These obligations are set forth in ScanSource’s Executive Severance Plan and are intended to limit competitive activities and protect confidential information after her role is eliminated.

Which ScanSource officer signed the 8-K reporting the CIO role elimination?

President and Chief Executive Officer Michael L. Baur signed the report on behalf of ScanSource. His signature on the May 29, 2026 dated document confirms the company’s authorization of the disclosure regarding the elimination of the Senior Executive Vice President and CIO role.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:45 PM Learn about SEC filing dates

0000918965false00009189652026-03-062026-03-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2026

 ScanSource, Inc.

(Exact name of registrant as specified in its charter)

SC

00-26926

57-0965380

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6 Logue Court, Greenville, SC 29615

(Address of principal executive offices, including zip code)

864-288-2432

(Registrant’s telephone number, including area code)

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, no par value

SCSC

NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐   

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On May 22, 2026, ScanSource, Inc. (the “Company”) notified Rachel Hayden, who served as Senior Executive Vice President and Chief Information Officer, that her role will be eliminated effective June 8, 2026. Mrs. Hayden is entitled to severance benefits as set forth in the Company’s Executive Severance Plan (the “Plan”) and will be subject to the non-compete, non-solicitation, non-disclosure and other restrictive covenants as set forth in the Plan.

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.

ScanSource, Inc.

Date:

May 29, 2026

/s/ MICHAEL L. BAUR

Michael L. Baur

President & Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB