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ScanSource (NASDAQ: SCSC) cuts CIO role and applies Executive Severance Plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

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.

Positive

  • None.

Negative

  • None.

Insights

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.

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.
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"
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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)
SC00-26926 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 ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, no par valueSCSCNASDAQ 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

Source: View Original Filing on SEC EDGAR

FAQ

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.

Filing Exhibits & Attachments

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