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SCANSOURCE, INC.

For the period ended Dec 9, 2025. Filed Oct 23, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 9, 2025 · Filed Oct 23, 2025

SCSC$42.78-5.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

ScanSource, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter from our Chair and Chief Executive Officer

Dear Shareholders:

Thank you for your investment in ScanSource, Inc. On behalf of ScanSource’s Board of Directors, it is my pleasure to invite you to participate in the upcoming 2025 Annual Meeting of Shareholders and encourage you to review the attached Notice of Annual Meeting of Shareholders and Proxy Statement and vote using the attached proxy card.

I want to take this opportunity to share the Board’s priorities for creating long-term shareholder value and to highlight some important developments at ScanSource this year:

Our Performance in Fiscal 2025: As we look back on our full year results, we delivered strong free cash flow and gross profit growth with expanded margins. Full year net sales totaled just over $3 billion, a year-over-year decline of 6.7%, from softer demand in a more cautious technology spending environment. However, gross profits of $408.6 million and adjusted EBITDA* of $144.7 million grew by 2.4% and 2.8%, respectively. Gross profit margins increased 120 basis points year-over-year to 13.4%, and adjusted EBITDA margins increased 45 basis points to 4.76%. For the full year, recurring revenues represented 32.8% of our consolidated gross profits compared to 27.5% last year. The higher contributions and concentration of netted-down revenues is the primary driver of our improved margins. Non-GAAP net income of $85.1 million is an increase of 9.6% over last year, and full year free cash flow of $104 million represents a 122% conversion of ournon-GAAP net income. Non-GAAP EPS of $3.57 increased by 15.9% year-over-year, including the benefit of share repurchases which totaled $106.5 million.

Our balance sheet is strong, ending fiscal 2025 with $126 million in cash and $112.3 million of operating cash flow and $104.1 million of free cash flow (non-GAAP). Adjusted ROIC* for the year increased to 13.6%.

The Resourcive and Advantix acquisitions we completed in August of 2024 were accretive to bothnon-GAAP EPS and adjusted ROIC for the year. We’re pleased with their contributions and what they bring to our channel capabilities as we execute our strategic plans. We have an active pipeline of acquisition targets for both business segments which could expand our capabilities and help us drive additional value across our partner ecosystem while supporting our strategic goals. As we think about delivering on our strategic plans, our capital allocation priorities are to maintain discipline in evaluating M&A opportunities and to continue share repurchases while maintaining a targeted net debt leverage of 1 to 2 times adjusted EBITDA.

Fiscal 2026 Outlook: For fiscal 2026, we are excited about the growth opportunities ahead for our channel partners and the expanding role for ScanSource as a differentiated leader in a converging technology ecosystem. The convergence of IT, connectivity, and cloud computing is propelling a shift toward converged solutions that are redefining success in technology distribution. We are well positioned to build cutting edge skills, capabilities, and expertise to excel in a device-connected, cloud-driven world. We believe IT decision makers face increasing complexity given the need for integration and the number of solutions, especially as advanced technologies like AI become part of the solution.

We see connecting our channel partners with innovative, converged solutions as the future of technology distribution. Our multiple sales channels are a key competitive advantage for ScanSource with our suppliers as they seek new routes to market. This is the vision for our strategic plan and our new three-year strategic goals. Our goals reflect our confidence in our profitable growth strategy to deliver complex, converging solutions for our partner community that will increase our addressable market. We’ve: (i) updated our targets for adjusted EBITDA margin, the percentage of gross profits from recurring revenue, and ROIC, (ii) included gross profit growth as a better metric to represent business growth, and (iii) introduced a new free cash flow metric:

*Represent non-GAAP financial measures.

These goals reflect our confidence in our strategy and the drivers we have to create long-term value for our shareholders.

Board Composition: Overseeing our business is a Board that is actively engaged in ensuring that management develops and executes our differentiated technology distribution strategy. Our Board consists of a group of highly skilled directors with diverse backgrounds who bring knowledge, experience and enthusiasm to the Company and are committed to driving long term value for our shareholders.

People and Culture: The Company and the Board believe that our purpose remains clear: to serve as a trusted partner, delivering exceptional value in every market environment. This commitment is brought to life each day through the dedication and expertise of our people, which is our competitive advantage. By staying true to our core values and aligning our strategies with evolving customer needs, we help our channel sales partners thrive in dynamic technology markets. Our people and culture are at the heart of ScanSource’s success. In fiscal 2025, we made progress advancing several people and culture initiatives:

■We formed cross-functional teams — including the Employee Engagement Task Force and the Learning and Development Task Force — to foster collaboration and new opportunities for growth.
■We also established our AI Center of Excellence to champion our evolving AI strategy, including innovative business use cases.

These initiatives foster a more connected and collaborative workforce ready for future innovative opportunities.

Corporate Citizenship: Giving back to our communities is a core value at ScanSource. Over the past year, we deepened our community engagement by volunteering as a local elementary school PTA, launching a share grant program with our channel sales partners, and taking action to help others impacted by Hurricane Helene. These efforts, rooted in our people-first approach, underscore our dedication to making a meaningful impact in the communities where we live and work. Looking ahead, we remain focused on the corporate citizenship priorities that matter most to our business and stakeholders. Our commitment to people and culture drives lasting business relationships and channel success. Leading with our people and guided by our core values, we are committed to sustainable growth and a resilient future for ScanSource.

Shareholder Engagement Efforts: Engaging with our shareholders and considering their views as we make decisions is an important part of the Board’s commitment to strong corporate governance. Our engagement efforts focus on building relationships, expanding dialogue to cover strategy and governance topics and collecting shareholder feedback. This dialogue helps us to better understand shareholders’ views on a variety of relevant issues, including Company strategy and performance, board composition and refreshment, executive compensation and governance practices. The Board continues to encourage you to share your opinions with us.

We look forward to the year ahead, and, on behalf of the Board, we thank you for your continued support.

Best regards,

Chair and Chief Executive Officer

*For more information on our non-GAAP measures and reconciliations to GAAP measures, see “Non-GAAP Financial Information” beginning on page 29 of the Annual Report for fiscal 2025 filed with the SEC on August 21, 2025 (the “Annual Report”).

Notice of Annual Meeting of Shareholders

Tuesday, December 9, 2025

9:00 a.m., Eastern Standard Time

The Annual Meeting of Shareholders (the “Annual Meeting”) of ScanSource, Inc. will be held at 9:00 a.m., Eastern Standard Time, on Tuesday, December 9, 2025 at our principal executive offices located at 6 Logue Court, Greenville, South Carolina 29615, for the following purposes:

1)To elect the eight director nominees nominated by the Board of Directors to serve as directors until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified;
2)To approve, in a non-binding, advisory vote, the compensation of our Named Executive Officers (as defined in the Proxy Statement);
3)To ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026; and
4)To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders whose names appear of record on our books at the close of business on October 3, 2025 will be entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.

You are cordially invited to attend the Annual Meeting in person, but if you are unable to do so, please vote via the Internet, by telephone or by marking, signing and dating your proxy card and returning it in the postage-paid envelope provided. You are entitled to revoke your proxy at any time before it is exercised, and, if you attend the Annual Meeting, you may also revoke your proxy by voting in person. Voting via the Internet, by telephone or by written proxy card will ensure your representation at the Annual Meeting regardless of whether you attend in person.

Shareholders are being notified of the Proxy Statement and the form of proxy on or about October 23, 2025. We encourage you to access and review the Proxy Statement and Annual Report prior to voting.

By Order of the Board of Directors,

Chair and Chief Executive Officer

October 23, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 9, 2025: The Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report on Form 10-K for the fiscal year ending June 30, 2025, filed with the Securities and Exchange Commission on August 21, 2025, are available at http://web.viewproxy.com/SCSC/2025.

Proxy Summary

MEETING INFORMATION

Date and Time Tuesday, December 9, 2025 at 9:00 a.m., EST Location 6 Logue Court Greenville, SC 29615Even if you currently plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. Submitting your proxy via the Internet, by telephone or by mail does not affect your right to vote in person at the Annual Meeting.

How to Vote

Each shareholder is entitled to one vote for each share of common stock held on all matters presented at the Annual Meeting. Shareholders do not have the right to cumulate their votes for the election of directors. To vote by any of the following methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form in hand and follow the instructions below for your preferred method of voting. Shares may be voted by the following procedures:

In PersonVia the InternetBy TelephoneBy Mail
Shares Held of Record: Shares may be voted in person at the Annual Meeting Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction FromShares Held of Record: www.AALVote.com/SCSC Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction FormShares Held of Record: 1(866) 804-9616 Shares Held in Street Name: See Voting Instruction FormShares may be voted by marking, signing and dating your proxy card and returning it in the postage-paid envelope found in your proxy package

The following items of business will be addressed at the Annual Meeting:

1Election of eight director nominees nominated by the Board of Directors2Advisory vote to approve the compensationof our Named Executive Officers3Ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026
See page 15 · See page 22 · See page 24

Only shareholders of record at the close of business on October 3, 2025 (the “record date”) will be entitled to vote at the Annual Meeting, and each share of common stock will be entitled to one vote. At the close of business on the record date, there were 22,067,128 shares of our common stock outstanding and entitled to vote at the Annual Meeting. Voting instructions are accepted until 11:59 p.m., Eastern Standard Time on December 8, 2025.

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