SCSC Officer Reports RSU Tax Withholding, 5,159-Share Grant, 10b5-1 Sale

Rhea-AI Filing Summary

Rachel Hayden, Senior Executive Vice President & Chief Information Officer of ScanSource, Inc. (SCSC), reported three transactions in company common stock. On 08/30/2025 she had 344 shares withheld to satisfy tax withholding following RSU vesting, a non-market transaction that left her with 10,511 shares beneficially owned. On 09/01/2025 she was granted 5,159 shares (reported as acquisition at $0.00), bringing ownership to 15,670 shares. On 09/03/2025 she sold 752 shares at $43.57 per share under a Rule 10b5-1 sales plan adopted March 20, 2025, leaving 14,918 shares owned.

All holdings are reported as direct ownership. The Form 4 clarifies the withheld shares were for taxes and the sale was executed pursuant to the 10b5-1 plan.

Positive

• Use of a Rule 10b5-1 plan for the sale, which documents pre-established trading intentions and can mitigate timing concerns
• Clear disclosure that 344 shares were withheld to satisfy tax withholding on vested RSUs (non-market transaction)
• Reported direct ownership counts before and after each transaction, improving transparency

Negative

• Officer sold 752 shares at $43.57 under the 10b5-1 plan, a reduction in insider holdings
• Form does not specify the nature of the 5,159-share acquisition beyond a $0.00 price (no additional compensation detail provided)

Insights

Securities Analyst

TL;DR: Routine insider activity: tax-withholding on RSUs and a Rule 10b5-1 sale; no new compensation terms disclosed.

The reported transactions are standard for senior executives: shares withheld to satisfy tax obligations following RSU vesting and a pre-established 10b5-1 plan sale executed at $43.57 for 752 shares. A separate grant of 5,159 shares was recorded as an acquisition at $0.00, consistent with RSU delivery or similar equity award. The filings show direct beneficial ownership counts before and after each transaction but do not disclose additional compensation details, change in role, or material corporate events.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 norms; use of a 10b5-1 plan reduces insider-trading timing concerns.

The Form 4 discloses a Rule 10b5-1 sales plan adopted March 20, 2025, and a sale executed under that plan on 09/03/2025. The report also documents tax-withholding on vested equity and the issuance/transfer of 5,159 shares at no cash price, likely reflecting compensation vesting. All positions are shown as direct ownership and the form is signed by an attorney-in-fact, indicating proper execution procedures. The filing contains no governance departures, new agreements, or extraordinary transactions.

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
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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)
08/30/2025

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	08/30/2025		F(1)		344	D	$43.65	10,511	D
Common Stock	09/01/2025		A		5,159	A	$0.00	15,670	D
Common Stock	09/03/2025		S(2)		752	D	$43.57	14,918	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	09/03/2025
	** 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 Rachel Hayden (SCSC) report on this Form 4?

The form reports three items: 344 shares withheld for tax on 08/30/2025, an acquisition of 5,159 shares on 09/01/2025 at $0.00, and a sale of 752 shares on 09/03/2025 at $43.57 per share.

Was the sale by the reporting person part of a prearranged plan?

Yes. The sale of 752 shares on 09/03/2025 was executed pursuant to a Rule 10b5-1 sales plan adopted on March 20, 2025.

How many ScanSource shares did Rachel Hayden own after these transactions?

Following the transactions reported, Rachel Hayden beneficially owned 14,918 shares of ScanSource common stock.

Why were 344 shares reported as a non-market transaction?

The 344 shares reported on 08/30/2025 were withheld to satisfy tax withholding obligations upon vesting of restricted stock units, which is a non-market transaction.

Who signed the Form 4 filing?

The form was executed by J. Creighton Lynes, attorney-in-fact, and dated 09/03/2025.