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

Rhea-AI Filing Summary

Diageo plc’s June 2025 Form 6-K compiles multiple regulatory announcements made during the month.

• Share capital: As of 31 May 2025 the company had 2,432,425,127 ordinary shares issued; 207,129,619 are held in treasury, leaving 2,225,295,508 voting shares outstanding for transparency-rule calculations.
• Insider dealing: The Chair, Sir John Manzoni, bought 331 shares at £19.85 on 10 June. CFO Nik Jhangiani and five Executive Committee members each acquired 7–8 partnership shares (plus matching shares) at £19.92. Non-executive director Julie Brown bought 2,700 shares at £19.72 on 9 June. Executive Committee member Dayalan Nayager purchased 13,983 shares at £18.35 on 25 June. Awards of Freeshares were also made on 25 June under the One World SIP, with limited tax-related disposals.
• Debt financing: • A listing prospectus dated 17 June covers Diageo Investment Corporation’s previously completed $1.5 billion SEC-registered notes (5.125% due 2030; 5.625% due 2035) fully guaranteed by Diageo plc.
  • Final Terms published 27 June relate to a €300 million 3.125% fixed-rate issue due 28 Feb 2031, to be consolidated with an existing €700 million tranche under the European Debt Issuance Programme.

All disclosures were filed in accordance with UK Market Abuse Regulation, FCA rules and SEC requirements.

Positive

• Successful publication of prospectus for previously completed $1.5 billion bond issue, confirming regulatory clearance and enhancing secondary market transparency.
• Final Terms for €300 million tap of existing 2031 euro notes secure additional fixed-rate funding at 3.125%, extending the debt maturity ladder.
• Cluster of insider share purchases (Chair, NED, Executive Committee) indicates personal capital commitment during June.

Negative

• Incremental increase in gross debt from the €300 million issuance adds to leverage, though no balance-sheet metrics were provided.
• Small share sales to cover tax on share-plan awards slightly offset insider buying, but volumes were limited.

Insights

Fixed-Income Analyst

TL;DR New filings formalise $1.5 bn and €300 m note issues, modestly lifting debt while extending tenor at fixed rates.

The prospectus and Final Terms confirm successful execution of two sizeable financings: $750 m 5.125% notes due 2030 and $750 m 5.625% notes due 2035, plus an additional €300 m tap of Diageo’s 3.125% 2031 euro bonds. These instruments lock in fixed coupons during a still-elevated rate environment and are fully guaranteed by the parent, preserving investor confidence. The information is procedural—the cash was raised earlier—yet it underlines Diageo’s continued access to diversified and long-dated funding markets.

Corporate Governance Specialist

TL;DR Multiple insider purchases—including a 13,983-share buy by an EC member—signal alignment; transactions are otherwise routine.

Six PDMRs plus the Chair and a non-executive director made small open-market or share-plan purchases at £18–£20, with no sales beyond tax settlements on free-share awards. While volumes are immaterial versus market cap, such clustered buys within one month can be viewed positively by shareholders monitoring board alignment. No departures or adverse governance events were reported.

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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 1, 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 2.02. Results of Operations and Financial Condition

On July 1, 2025, MSC Industrial Direct Co., Inc. issued a press release announcing financial results for its fiscal 2025 third quarter ended May 31, 2025. A copy of the press release is furnished with this report as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “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 to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1						Press Release, dated July 1, 2025, issued by MSC Industrial Direct Co., Inc.
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 1, 2025			By:			/s/ KRISTEN ACTIS-GRANDE
						Name:			Kristen Actis-Grande
						Title:			Executive Vice President and Chief Financial Officer

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FAQ

How many voting shares does Diageo plc (DEO) currently have outstanding?

As of 31 May 2025 Diageo has 2,225,295,508 voting ordinary shares outstanding after excluding treasury stock.

What are the key terms of Diageo’s latest USD bond issuance?

Diageo issued $750 m 5.125% notes due 2030 and $750 m 5.625% notes due 2035, fully guaranteed by Diageo plc.

What euro-denominated debt did Diageo add in June 2025?

Final Terms cover a €300 m 3.125% fixed-rate tap due 28 Feb 2031, consolidating with an existing €700 m tranche.

Which insider made the largest share purchase in June 2025?

Executive Committee member Dayalan Nayager bought 13,983 shares at £18.35 on 25 June 2025.

Did any Diageo insiders sell shares during the month?

Sales were limited to tax-cover disposals on free-share awards, such as 1.883 ADS at $99.74 by Alvaro Cardenas.

Where can investors access the full prospectus and Final Terms documents?

Documents are available via RNS-PDF links provided in the filing and will be uploaded to the FCA National Storage Mechanism.