ScanSource (NASDAQ: SCSC) shares Q2 2025 results and reshapes key board leadership

Rhea-AI Filing Summary

ScanSource, Inc. furnished an update on its recent financial and governance developments. The company issued a press release announcing financial results for its second quarter ended December 31, 2025, along with an unaudited earnings infographic, both of which are available as exhibits and on its website.

The filing also details Board leadership changes. Charles A. Mathis has been appointed Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, succeeding Peter C. Browning, who remains on the Board and all its committees. Vernon J. Nagel succeeds Mr. Mathis as Chair of the Audit Committee.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): February 5, 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 2.02. Results of Operations and Financial Condition

On February 5, 2026, ScanSource, Inc. (the "Company") issued a press release announcing its financial results for its second quarter ended December 31, 2025. A copy of the press release and accompanying Earnings Infographic are attached as Exhibits 99.1 and 99.2 hereto, incorporated herein by reference and also made available through the Company’s website at www.scansource.com. An updated investor presentation will be made available on the Company's website within approximately two weeks.

The information in Item 2.02 of this Report, including the Exhibits 99.1 and 99.2 hereto, is being furnished and 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 in any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01. Regulation FD Disclosure

In addition to announcing financial results as discussed above, the Company's press release issued on February 5, 2026 also announced that the Company's Board of Directors (the “Board”) has appointed Charles A. Mathis to serve as the Lead Independent Director of the Board and Chair of the Nominating and Corporate Governance Committee of the Board, in each case to succeed Peter C. Browning. Mr. Browning will continue to serve on the Board as an independent director and on each of its committees. The Board also appointed Vernon J. Nagel to succeed Mr. Mathis as the Chair of the Audit Committee of the Board. A copy of the press release is attached as Exhibit 99.1 hereto, incorporated by reference herein and also made available through the Company's website at www.scansource.com.

The information in Item 7.01 of this Report, including Exhibits 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deeded incorporated by reference in any other filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 – Press release issued by ScanSource, Inc. on February 5, 2026. The information contained in the attached exhibit is unaudited and should be read in conjunction with the Company’s annual and quarterly reports filed with the Securities and Exchange Commission.

99.2 – Earnings Infographic for the financial results conference call held on February 5, 2026.  The information contained in the attached exhibit is unaudited and should be read in conjunction with the Company’s annual and quarterly reports filed with the Securities and Exchange Commission.

Exhibit Number			Description
99.1			Press release
99.2			Earnings Infographic
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:

February 5, 2026

/s/ STEVE JONES

Steve Jones

Senior Executive Vice President and Chief Financial Officer

FAQ

What did ScanSource (SCSC) disclose in its latest Form 8-K?

ScanSource disclosed that it issued a press release with financial results for the second quarter ended December 31, 2025, and an accompanying earnings infographic. It also detailed Board leadership changes affecting the Lead Independent Director and key committee chair roles.

Which financial period does ScanSource’s new earnings release cover?

The earnings release covers ScanSource’s financial results for its second quarter ended December 31, 2025. These unaudited results are presented in a press release and an earnings infographic, both referenced as exhibits and intended to be read with the company’s regular SEC reports.

What Board leadership changes did ScanSource (SCSC) announce?

ScanSource announced that Charles A. Mathis was appointed Lead Independent Director and Chair of the Nominating and Corporate Governance Committee. He succeeds Peter C. Browning, who continues as an independent director and committee member, while Vernon J. Nagel becomes Chair of the Audit Committee.

Will the information in ScanSource’s press release be considered filed with the SEC?

No. The company states that the information in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is being furnished and not deemed filed under Section 18 of the Exchange Act. This limits related liability and incorporation into other SEC filings.

Where can investors access ScanSource’s latest earnings materials?

Investors can access the earnings press release (Exhibit 99.1) and earnings infographic (Exhibit 99.2) referenced in the Form 8-K. These materials are incorporated by reference in the filing and are also made available through ScanSource’s website at www.scansource.com.

What is included in the exhibits to ScanSource’s February 5, 2026 Form 8-K?

The exhibits include an unaudited press release with second-quarter results (Exhibit 99.1), an unaudited earnings infographic used for the February 5, 2026 conference call (Exhibit 99.2), and a cover page interactive data file (Exhibit 104) embedded in the Inline XBRL document.