ScanSource, Inc. (NASDAQ:SCSC) filed a Form 8-K on August 20, 2026, disclosing the execution of a stock purchase agreement dated August 19, 2026 to acquire all issued and outstanding capital stock of MicroAge Acquisition Corp. for $220.5 million in cash, with closing expected in September 2026.

Key Highlights

  • Acquisition price: $220.5 million to be paid in cash at closing, subject to customary post-closing working capital and other adjustments.
  • Escrow amounts: $3 million held in escrow for purchase price adjustments and $6.8 million held in escrow for post-closing indemnification claims.
  • Target business: MicroAge is described as "a technology provider offering solutions in managed cloud, data center, cybersecurity, IT, help desk and other similar technologies."
  • Expected closing: The acquisition is expected to close in September 2026, pending Hart-Scott-Rodino antitrust waiting period expiration and certain third-party consents.
  • Termination right: The Seller Representative may terminate the agreement after 5:00 p.m. EST on September 1, 2026 if closing has not occurred and the Sellers are not in material breach.
  • Financial results also disclosed: ScanSource issued a press release on August 20, 2026 announcing financial results for its fourth quarter and fiscal year ended June 30, 2026.

ScanSource's $220.5 Million Stock Purchase Agreement for MicroAge

According to the filing, ScanSource, Inc. entered into the MicroAge Purchase Agreement on August 19, 2026, agreeing to acquire all of the issued and outstanding capital stock of MicroAge Acquisition Corp. The parties to the agreement include ScanSource as buyer, MicroAge Acquisition Corp. as the target, the shareholders of MicroAge as sellers, and MAAC Group acting as seller representative. The filing describes MicroAge as a technology provider with offerings spanning managed cloud, data center, cybersecurity, IT, and help desk solutions.

The filing states that the purchase price of $220.5 million will be paid in cash at closing, subject to customary post-closing working capital and other adjustments. Of that amount, $3 million will be held in escrow to support potential purchase price adjustments, and $6.8 million will be held in escrow to cover post-closing indemnification claims. The agreement includes customary representations, warranties, and covenants from the Sellers, along with indemnification obligations subject to amount limits and other exceptions. Certain Sellers also agreed to post-closing confidentiality, employee non-solicitation, and non-competition obligations relating to MicroAge's business.

Closing conditions cited in the filing include the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 waiting period and receipt of certain third-party consents. The agreement may be terminated by mutual consent, by the Seller Representative after 5:00 p.m. EST on September 1, 2026 under specified circumstances, by either party in the event of a material breach by the other, or upon a final non-appealable order prohibiting the transaction. The filing notes that the forward-looking statements regarding the expected closing are the company's own and subject to its cautionary language, including risks that closing conditions may not be satisfied or the transaction may not close within the expected timeframe.

What Was Disclosed

ScanSource disclosed a stock purchase agreement to acquire MicroAge Acquisition Corp. for $220.5 million in cash, with $9.8 million in total escrow amounts, a targeted September 2026 close, and simultaneously announced fourth-quarter and full fiscal-year financial results via press release.