ScanSource: Entry Into A Material Definitive Agreement, Results Of Operations And Financial Condition, Financial Statements And Exhibits

Item 1.01.Entry into a Material Definitive AgreementStock Purchase AgreementOn August 19, 2026, ScanSource, Inc. (the “Company”) entered into a stock purchase agreement (the “MicroAge Purchase Agreement”), by and among the Company, MicroAge Acquisition Corp. (“MicroAge”), the shareholders of MicroAge, as sellers (each a “Seller” and, collectively, the “Sellers”), and MAAC Group, as seller representative (the “Seller Representative”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock of MicroAge (the “Acquisition”). MicroAge is a technology provider offering solutions in managed cloud, data center, cybersecurity, IT, help desk and other similar technologies.Subject to customary post-closing working capital and other adjustments, the purchase price consists of $220.5 million to be paid in cash at closing. $3 million and $6.8 million will be held in escrow to support the post-closing obligations of the Sellers to satisfy any purchase price adjustments and cover any post-closing indemnification claims, respectively.The MicroAge Purchase Agreement contains customary representations and warranties and covenants from the Sellers for a transaction of this type. The Sellers have agreed to indemnify the Company against certain liabilities, subject to amount limits and other exceptions. The Sellers also have agreed to certain post-closing covenants relating to the confidentiality and employee non-solicitation obligations of certain Sellers, and the agreement of each Seller not to compete with certain aspects of the business of MicroAge following the closing of the transaction. The Acquisition is expected to close in September 2026 following the satisfaction of, and subject to, customary conditions, including the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain third-party consents.The MicroAge Purchase Agreement may be terminated (i) by mutual written consent of the Company and the Seller Representative, (ii) by the Seller Representative after 5:00 p.m. EST on September 1, 2026 if the closing has not occurred and the Sellers are not in material breach of the MicroAge Purchase Agreement, (iii) by either the Company or the Seller Representative in the event of a material breach by the Sellers or the Company, respectively, of the MicroAge Purchase Agreement or (iv) by any final non-appealable order prohibiting consummation of the Acquisition. The foregoing description is qualified by reference to the MicroAge Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.The MicroAge Purchase Agreement and the foregoing description of the MicroAge Purchase Agreement has been included to provide investors and shareholders with information regarding the terms of the MicroAge Purchase Agreement. It is not intended to provide any other factual information about the Company or any of its subsidiaries. The representations, warranties and covenants contained in the MicroAge Purchase Agreement were made by the parties thereto only for purposes of the MicroAge Purchase Agreement and as of specific dates; were made solely for the benefit of the parties to the MicroAge Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the MicroAge Purchase Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional non-public information); may have been made for the purposes of allocating contractual risk between the parties to the MicroAge Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the Securities and Exchange Commission. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries. Additionally, the representations, warranties, covenants, conditions and other terms of the MicroAge Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties, covenants, conditions and other terms may change after the date of the MicroAge Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.Forward-Looking StatementsThis report contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995, as amended). In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include the risks and uncertainties inherent in the transactions contemplated by the MicroAge Purchase Agreement and in the Company’s business, including, without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the MicroAge Purchase Agreement; the risk that the conditions to the closing are not satisfied; and the risk that the Acquisition will not be consummated within the expected time period or at all. Other important factors that could cause actual results to differ materially from the Company’s expectations are set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026. In light of these risks, uncertainties, and other factors, the forward-looking statements might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.Item 2.02. Results of Operations and Financial ConditionOn August 20, 2026, ScanSource, Inc. (the "Company") issued a press release announcing its financial results for its fourth quarter and fiscal year ended June 30, 2026. 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 9.01. Financial Statements and Exhibits(d) ExhibitsExhibitNumberDescription2.1Stock Purchase Agreement by and among ScanSource, Inc., MicroAge Acquisition Corp., the shareholders thereof and MAAC Group, LLC dated as of August 19, 202699.1Press release99.2Earnings Infographic99.3Press release104Cover Page Interactive Data File (embedded within the Inline XBRL document)SIGNATURESPursuant 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.Read More

ScanSource: Entry Into A Material Definitive Agreement, Results Of Operations And Financial Condition, Financial Statements And Exhibits

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