MSC Industrial Direct (MSM) names McIsaac to board, Gershwind as vice chair

Rhea-AI Filing Summary

MSC Industrial Direct Co., Inc. reported leadership and board changes tied to its CEO transition. Effective January 1, 2026, Martina McIsaac’s previously announced appointment as President and Chief Executive Officer became effective, and the Board elected her as a director on the same date, increasing the Board size from nine to ten members. The company states there is no arrangement or understanding with any other person related to her appointment and no related-party transactions requiring disclosure. Also effective January 1, 2026, former Chief Executive Officer Erik Gershwind, already a director, was appointed Non-Executive Vice Chair of the Board, formalizing his ongoing governance role.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2025

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MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

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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)

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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. ☐

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

Martina McIsaac Elected to the Board

On January 1, 2026, Martina McIsaac’s previously announced appointment as the President and Chief Executive Officer of MSC Industrial Direct Co., Inc. (the “Company”) became effective. On December 31, 2025, the Board of Directors of the Company (the “Board”) elected Ms. McIsaac to serve as a director, effective on January 1, 2026, increasing the size of the Board from nine to ten members.

There is no arrangement or understanding between Ms. McIsaac and any other person pursuant to which she was appointed as a director. There are no transactions involving the Company and Ms. McIsaac that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Erik Gershwind Appointed as Vice Chair of the Board

Also on December 31, 2025, the Board appointed Erik Gershwind, a director and the Company’s former Chief Executive Officer, as Non-Executive Vice Chair of the Board, effective January 1, 2026.

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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 leadership change did MSC Industrial Direct (MSM) disclose?

MSC Industrial Direct disclosed that Martina McIsaac became its President and Chief Executive Officer effective January 1, 2026, consistent with a previously announced appointment.

Was Martina McIsaac also elected to the MSC Industrial Direct (MSM) Board?

Yes. The Board elected Martina McIsaac as a director effective January 1, 2026, and her election increased the Board size from nine to ten members.

Are there any related-party transactions between MSC Industrial Direct (MSM) and Martina McIsaac?

The company states there are no transactions involving MSC Industrial Direct and Martina McIsaac that would need to be reported under Item 404(a) of Regulation S-K.

How did MSC Industrial Direct (MSM) change its Board leadership with respect to Erik Gershwind?

On December 31, 2025, the Board appointed Erik Gershwind, a director and the company’s former Chief Executive Officer, as Non-Executive Vice Chair of the Board, effective January 1, 2026.

Did MSC Industrial Direct (MSM) indicate any special arrangements tied to Martina McIsaac’s board appointment?

The company states there is no arrangement or understanding between Ms. McIsaac and any other person under which she was appointed as a director.

What SEC item does this MSC Industrial Direct (MSM) filing primarily relate to?

The disclosure is made under Item 5.02, which covers departures and appointments of directors and certain officers, and compensatory arrangements of certain officers.