Form 4: ScanSource CEO Sells Shares After Option Exercise

ScanSource CEO Michael Baur exercised stock options and sold shares in pre-scheduled transactions under a Rule 10b5-1 plan.

Summary

• Michael L. Baur, CEO, President, and Board Chair of ScanSource, Inc. (SCSC), reported transactions involving the company's common stock.
• On September 17, 2025, Baur exercised options to acquire 102,031 shares of common stock at an exercise price of $38.19 per share.
• Immediately following the option exercise on September 17, 2025, Baur sold 102,031 shares of common stock at a weighted average price of $44.96 per share, with prices ranging from $44.25 to $45.23.
• On September 18, 2025, Baur exercised options to acquire 22,969 shares of common stock at an exercise price of $38.19 per share.
• On September 18, 2025, Baur sold 47,969 shares of common stock at a weighted average price of $44.34 per share, with prices ranging from $44.15 to $44.66.
• The options exercised had vested in one-third increments on December 4, 2016, December 4, 2017, and December 4, 2018, and were set to expire on December 4, 2025.
• All reported transactions were made pursuant to a Rule 10b5-1 plan, indicating pre-scheduled sales.
• Following these transactions, Baur's direct beneficial ownership of common stock is 202,512 shares, and his derivative beneficial ownership of employee stock options is 0.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transactions represent routine executive compensation management and profit-taking on vested options, conducted under a pre-scheduled 10b5-1 plan, which mitigates concerns typically associated with insider selling.

Positives

• The executive realized a profit by exercising options at $38.19 and selling shares at higher prices (average $44.96 and $44.34).
• The transactions were conducted under a Rule 10b5-1 plan, indicating pre-scheduled sales not based on immediate, non-public information.

Negatives

• A reduction in direct insider ownership by 150,000 shares (102,031 + 47,969) occurred, which, while mitigated by the 10b5-1 plan, represents a decrease in insider holdings.

Risks

• While mitigated by the Rule 10b5-1 plan, significant insider selling can sometimes lead to negative market sentiment if not fully understood by investors.

Future Outlook

NA

Management Comments

• The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the reported ranges.

Industry Context

NA

Stakeholder Impact

• Shareholders may interpret the reduction in insider ownership differently, though the 10b5-1 plan context suggests a pre-planned financial event rather than a reaction to new company-specific information.

Next Steps

• The reporting person may be required to provide detailed information on specific share sale prices upon request from the issuer, security holders, or the SEC staff.

Key Dates

Recommendation

This Form 4 details routine insider transactions by a key executive, involving the exercise of vested stock options and subsequent sale of shares under a Rule 10b5-1 plan. Such pre-scheduled transactions are common for executives managing their equity compensation and do not typically signal a change in the company's fundamental outlook. While it reduces insider ownership, the context of a 10b5-1 plan suggests it's not based on immediate, non-public information. Therefore, this filing alone does not provide sufficient new information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

SCSC, ScanSource, insider trading, Form 4, stock options, CEO, share sale, 10b5-1 plan