[8-K] MSC Industrial Direct Co., Inc. Reports Material Event

Rhea-AI Filing Summary

First American Financial Corporation (FAF) filed Amendment No. 4 to Schedule 13D on 07/28/2025, reporting its current ownership in Offerpad Solutions Inc. (OPAD).

• FAF beneficially owns 5,119,314 Class A shares, equal to 16.84 % of the 27,710,358 shares outstanding as of 06/30/2025.
• All shares are held with sole voting and dispositive power; there is no shared ownership.
• Shares were acquired using working capital (Item 3); no leverage or third-party financing is referenced.
• Item 5(c) states no reportable transactions since the prior amendment; the filing primarily updates the percentage of ownership.
• FAF confirms it has not faced criminal convictions and, aside from matters disclosed in its March 30 2023 13D/A, is not subject to material legal orders.

The document signals that FAF remains a strategic, non-activist holder of a sizable OPAD position; no change in intent, control, or additional purchases/sales is disclosed.

Positive

• First American Financial reaffirms a substantial 16.84 % stake, indicating continued confidence in Offerpad’s prospects.

Negative

• None.

Insights

Equity Analyst

TL;DR – FAF still owns 16.8 % of OPAD; no new buying or selling disclosed.

FAF’s reaffirmed 5.1 M-share stake keeps it one of OPAD’s largest shareholders. Because the amendment merely updates the denominator (share count) without describing additional share accumulation or divestiture, the filing is information-only. Investors gain clarity on current ownership concentration but there is no immediate implication for earnings, liquidity, or near-term valuation. A 17 % position can influence voting outcomes; however, FAF makes no governance demands, suggesting a passive strategic investment. Impact on OPAD’s share price should be limited absent further action.

Corporate Governance Specialist

TL;DR – Large single holder confirmed; governance influence possible but unstated.

At 16.84 %, FAF sits well above the 10 % threshold that triggers heightened reporting and potential insider status. The company maintains sole voting/dispositive power, giving it unilateral control over this block. While the filing lacks activism language, such a concentrated stake warrants investor monitoring during proxy seasons, especially if management proposals become contentious. For now, the amendment is administrative, and governance risk remains neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

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): July 22, 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. ☐

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

On July 22, 2025, Kristen Actis-Grande notified MSC Industrial Direct Co., Inc. (the “Company”) of her decision to voluntarily resign from her positions as Executive Vice President and Chief Financial Officer of the Company, effective August 8, 2025, to pursue an opportunity at another publicly traded company. Ms. Actis-Grande’s decision to resign her current positions is not the result of any disagreements with the Company with respect to its operations, policies or practices.

Greg Clark, age 57, has been appointed interim Chief Financial Officer of the Company, effective August 8, 2025. Mr. Clark has served as the Company’s Vice President of Finance and Corporate Controller since April 2018. Previously, he served as the interim Chief Financial Officer from January 2020 to August 2020 and Senior Director of Finance from September 2012 to April 2018. Prior to that, Mr. Clark held various positions of increasing responsibility at the Company since joining the Company in 2003. No plan, award under any plan, contract or arrangement was entered into in connection with Mr. Clark’s appointment to serve as interim Chief Financial Officer. There is no arrangement or understanding between Mr. Clark and any other person pursuant to which he was appointed as interim Chief Financial Officer.

The Company will conduct a comprehensive search to identify a permanent Chief Financial Officer.

Item 7.01. Regulation FD Disclosure

On July 28, 2025, the Company issued a press release regarding Ms. Actis-Grande’s resignation and Mr. Clark’s appointment, and to provide a brief update on the business. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1						Press Release, dated July 28, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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:			July 28, 2025			By:			/s/ NEAL DONGRE
						Name:			Neal Dongre
						Title:			Senior Vice President, General Counsel and Corporate Secretary

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FAQ

How many Offerpad (OPAD) shares does First American Financial own?

The filing lists 5,119,314 Class A shares beneficially owned.

What percentage of OPAD's outstanding shares does this represent?

FAF’s holdings equal 16.84 % of the 27,710,358 shares outstanding as of 06/30/2025.

Did First American buy or sell OPAD shares recently?

Item 5(c) states no reportable transactions; the amendment only updates ownership percentage.

Does First American share voting power over these shares?

No. The corporation has sole voting and dispositive power over all 5.1 M shares.

What funds did First American use to acquire the OPAD stake?

Item 3 discloses the source of funds as working capital.

Is First American facing any legal proceedings related to this investment?

The company reports no new legal proceedings beyond matters previously disclosed in March 2023.