MSC Industrial (MSM) details former CEO Gershwind’s separation payment terms

Rhea-AI Filing Summary

MSC Industrial Direct Co., Inc. filed an amended report to add details about the separation arrangements for former Chief Executive Officer Erik Gershwind. His previously announced voluntary resignation became effective on December 31, 2025. The company and its subsidiary Sid Tool Co., Inc. entered into a Confidential Separation and Release Agreement with him on that date.

Under this agreement, and in exchange for a general release of claims and continued compliance with existing confidentiality, non-solicitation and non-competition obligations, Mr. Gershwind will be eligible to receive a special payment equal to one-third of the annual cash performance bonus he would have earned for fiscal year 2026 had he remained employed. This amount will follow the company’s annual bonus plan rules and will be paid in a single lump sum on the earlier of the date bonuses are paid for fiscal 2026 or December 31, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K/A

(Amendment No. 1)

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2025

___________________________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

___________________________________

New York			1-14130			11-3289165
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

515 Broadhollow Road, Suite 1000, Melville, New York			11747
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (516) 812-2000

Not Applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share			MSM			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 amends the Current Report on Form 8-K filed by MSC Industrial Direct Co. Inc., (the “Company”), on October 23, 2025 (the “Original 8-K”) regarding, among other things, the voluntary resignation of Erik Gershwind as the Chief Executive Officer of the Company. The Company is filing this Amendment No. 1 to disclose details of Mr. Gershwind’s separation that were not determined at the time of filing the Original 8-K. The other disclosures in the Original 8-K remain the same and are not amended hereby.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On December 31, 2025, Mr. Gershwind’s previously announced voluntary resignation as the Company’s Chief Executive Officer became effective. In connection with his resignation, the Company and Sid Tool Co., Inc., a wholly-owned subsidiary of the Company, entered into a Confidential Separation and Release Agreement, dated December 31, 2025 (the “Separation Agreement”), with Mr. Gershwind. Under the terms of the Separation Agreement, in consideration for a general release of claims and subject to continued compliance with confidentiality, non-solicitation and non-competition agreements entered into during his employment with the Company, Mr. Gershwind will be eligible to receive an amount equal to one-third of the annual cash performance bonus that he would have been paid in respect of the Company’s fiscal year 2026 under the Company’s annual performance bonus plan (the “Bonus Plan”) if he had remained employed with the Company through the date on which bonuses are paid for fiscal year 2026 (the “Special Payment”). The Special Payment will be subject to the terms and conditions of the Bonus Plan and will be paid in a single lump sum on the earlier of (i) the date that bonuses are paid under the Bonus Plan to employees of the Company following the close of fiscal year 2026, or (ii) December 31, 2026.

The foregoing description of the terms and conditions of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

10.1						Confidential Separation and Release Agreement, dated December 31, 2025, between MSC Industrial Direct Co., Inc., Sid Tool Co., Inc. and Erik Gershwind.
104						Cover Page Interactive Data File (embedded within the Inline XBRL documents).

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SIGNATURE

Pursuant 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.

						MSC INDUSTRIAL DIRECT CO., INC.
Date:			January 5, 2026			By:			/s/ NEAL DONGRE
						Name:			Neal Dongre
						Title:			Senior Vice President, General Counsel and Corporate Secretary

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FAQ

What does MSC Industrial Direct Co., Inc. (MSM) disclose in this 8-K/A amendment?

The amendment adds details of a Confidential Separation and Release Agreement with former CEO Erik Gershwind, focusing on the terms of a special bonus-related payment.

When did MSC Industrial’s former CEO Erik Gershwind officially resign?

Erik Gershwind’s voluntary resignation as Chief Executive Officer of MSC Industrial Direct Co., Inc. became effective on December 31, 2025.

What separation payment is Erik Gershwind eligible to receive from MSC Industrial (MSM)?

He is eligible for a Special Payment equal to one-third of the annual cash performance bonus he would have been paid for fiscal year 2026 if he had remained employed through the normal bonus payment date.

When will the special separation payment to Erik Gershwind be paid?

The Special Payment will be paid in a single lump sum on the earlier of when bonuses are paid to employees for fiscal year 2026 or December 31, 2026.

What conditions must Erik Gershwind meet to receive the special payment from MSC Industrial?

He must provide a general release of claims and continue to comply with confidentiality, non-solicitation, and non-competition agreements entered into during his employment.

Is the full separation agreement for MSC Industrial’s former CEO publicly available?

Yes. The full Confidential Separation and Release Agreement dated December 31, 2025 is filed as Exhibit 10.1 and incorporated by reference.