Scansource insider report: tax withholdings on RSUs and preplanned sale disclosed

Rhea-AI Filing Summary

Scansource, Inc. (SCSC) officer Rachel Hayden reported routine equity activity across three days reflecting tax withholding on vested restricted stock units and a planned market sale. The filings show 463 shares withheld at $44.34, 1,384 shares withheld at $43.57 to satisfy tax obligations on RSU vesting, and a 1,012-share sale at $43.27 executed under a previously adopted Rule 10b5-1 trading plan. After these transactions the reporting person beneficially owned 13,149 shares.

Two withholdings are non-market transactions used to cover taxes; the sale was prearranged under a 10b5-1 plan adopted March 20, 2025. The Form 4 discloses the transactions and the nature of each action without additional commentary or financial performance data.

Positive

• Transparent disclosure of RSU tax withholdings and the Rule 10b5-1 sale in the Form 4
• Use of a 10b5-1 plan provides a pre-established, defensible framework for the market sale

Negative

• Insider sold 1,012 shares in the open market, reducing beneficial ownership to 13,149 shares

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax withholdings and a preplanned 10b5-1 sale signal standard executive compensation monetization, not an unplanned exit.

The reported activity comprises two non-market withholdings to satisfy tax obligations upon RSU vesting and a market sale executed under a Rule 10b5-1 plan. This sequence is consistent with normal compensation administration and pre-authorized liquidity actions. The Form 4 appropriately discloses the mechanics of each transaction and the resulting beneficial ownership balance of 13,149 shares. No governance red flags or ad hoc trading are evident from the disclosure alone.

Securities Analyst

TL;DR: Modest insider selling and tax-related share withholding; negligible likely impact on valuation given small share counts.

The transactions include 1,847 shares withheld across two non-market, tax-related events and a 1,012-share market sale at ~$43 per share under an existing 10b5-1 plan. The quantities are small in absolute terms and the filing does not indicate any change to compensation structure or material disposition that would affect company-wide equity metrics. Disclosure is clear and conforms with Section 16 reporting expectations.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hayden Rachel

(Last) (First) (Middle)

6 LOGUE COURT

(Street)

GREENVILLE SC 29615

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCANSOURCE, INC. [ SCSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP & CIO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		F(1)		463	D	$44.34	15,545	D
Common Stock	08/26/2025		F(1)		1,384	D	$43.57	14,161	D
Common Stock	08/27/2025		S(2)		1,012	D	$43.27	13,149	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares withheld in satisfaction of tax withholding obligations upon vesting of restricted stock units. This is a non-market transaction.

2. Reflects shares sold pursuant to a Rule 10b5-1 Sales Plan adopted by the reporting person on March 20, 2025.

	J. Creighton Lynes, attorney-in-fact	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did SCSC reporting person Rachel Hayden disclose on the Form 4?

The Form 4 discloses two non-market share withholdings of 463 and 1,384 shares for tax withholding on RSU vesting and a market sale of 1,012 shares under a Rule 10b5-1 plan.

Why were shares withheld in the Form 4 for SCSC insider transactions?

The filing explains the withheld shares were used to satisfy tax withholding obligations upon vesting of restricted stock units; these are non-market transactions.

Was the market sale discretionary or preplanned according to the Form 4?

The Form 4 states the sale of 1,012 shares was executed pursuant to a Rule 10b5-1 sales plan adopted by the reporting person on March 20, 2025.

How many Scansource shares did the reporting person own after these transactions?

Following the reported transactions the filing shows the reporting person beneficially owned 13,149 shares.

Do the Form 4 entries indicate any change in role or control at SCSC?

No. The Form 4 lists the reporting person as SEVP & CIO and does not report any change in relationship, role, or control.