[Form 3] MSC INDUSTRIAL DIRECT CO INC Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Julie V. Rockett, VP & Chief People Officer at MSC Industrial Direct Co., Inc. (MSM), filed an Initial Form 3 reporting her equity holdings. The filing shows 1,133 shares of Class A common stock held directly and multiple restricted stock unit (RSU) awards and dividend equivalent units that convert into shares upon vesting. RSU grants from 2021 through 2024 are listed with specific vesting tranches (examples: 411 RSUs from 2021 with scheduled vesting through 2025; 423 RSUs from 2022 vesting through 2026; 357 RSUs from 2023 vesting through 2027; 434 RSUs from 2024 vesting through 2028; and 61 RSUs from 12/17/2024 vesting through 2027). A separate 83 dividend equivalent units are also reported and vest with the related RSUs.

Positive

• Clear disclosure of direct ownership (1,133 Class A shares) and detailed RSU grant schedules
• RSU vesting timelines and dividend equivalent units are explicitly described, improving transparency

Negative

• None.

Insights

Financial Analyst

TL;DR Routine Section 16 initial ownership filing showing direct shares and staged RSU grants with multi-year vesting schedules.

The Form 3 documents 1,133 direct Class A shares and several RSU grants awarded between 2021 and 2024, each with explicit vesting tranches and delivery upon vesting. This is a standard disclosure for an officer and provides transparency on compensation-related equity subject to service-based vesting. No exercised options, sales, or derivative exercises are reported. The filing does not include market values or total percentage ownership of outstanding shares, so material ownership percentage cannot be determined from this form alone.

Corporate Governance Expert

TL;DR Properly completed initial beneficial ownership disclosure; RSU schedules align with typical executive retention awards.

The submission appears complete for a Form 3, listing direct holdings and detailed RSU grant schedules including vesting dates and quantities. The inclusion of dividend equivalent units and explicit vesting conditions meets disclosure expectations. The form contains no indications of amendment or irregularities. It does not, however, provide information on executive employment agreements or any acceleration provisions, which are outside the scope of Form 3.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rockett Julie Valsa

(Last) (First) (Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

515 BROADHOLLOW ROAD

(Street)

MELVILLE NY 11747

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2025

3. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [ MSM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief People Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.001 par value	1,133	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSU)	(1)	(1)	Class A Common Stock, $0.001 par value	103	(2)	D
Restricted Stock Units (RSU)	(3)	(3)	Class A Common Stock, $0.001 par value	212	(2)	D
Restricted Stock Units (RSU)	(4)	(4)	Class A Common Stock, $0.001 par value	268	(2)	D
Restricted Stock Units (RSU)	(5)	(5)	Class A Common Stock, $0.001 par value	434	(2)	D
Restricted Stock Units (RSU)	(6)	(6)	Class A Common Stock, $0.001 par value	61	(2)	D
Dividend Equivalent Units	(7)	(7)	Class A Common Stock, $0.001 par value	83	(7)	D

Explanation of Responses:

1. 411 RSUs were granted on November 5, 2021. 102 RSUs vested on November 5, 2022 and 103 RSUs vested on each of November 5, 2023 and November 5, 2024. 103 RSUs vest on November 5, 2025, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

2. Each RSU represents a contingent right to receive one share of Common Stock.

3. 423 RSUs were granted on November 4, 2022. 105 RSUs vested on November 4, 2023 and 106 RSUs vested on November 4, 2024. 106 RSUs vest on each of November 4, 2025 and November 4, 2026, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

4. 357 RSUs were granted on November 3, 2023. 89 RSUs vested on November 3, 2024. 89 RSUs vest on each of November 3, 2025 and November 3, 2026, and 90 RSUs vest on November 3, 2027, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

5. 434 RSUs were granted on November 4, 2024. 108 RSUs vest on each of November 4, 2025 and November 4, 2026, and 109 RSUs vest on each of November 4, 2027, and November 4, 2028, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

6. 61 RSUs were granted on December 17, 2024. 20 RSUs vest on each of December 17, 2025 and December 17, 2026, and 21 RSUs vest on December 17, 2027, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

7. The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right ot receive one share of Common Stock.

Remarks:

	/s/ Julie Rockett	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Julie V. Rockett disclose on Form 3 for MSC (MSM)?

The Form 3 reports 1,133 direct shares of Class A common stock, multiple RSU grants from 2021–2024 with specified vesting tranches, and 83 dividend equivalent units that vest with the RSUs.

Does the Form 3 show any exercised options or stock sales by Julie Rockett?

No. The filing shows no exercised options, sales, or derivative exercises; it reports direct shares and unvested RSUs only.

When do the RSUs reported by Julie Rockett vest?

Vesting dates vary by grant: examples include 11/5/2022–11/5/2025 for the 2021 grant, 11/4/2023–11/4/2026 for the 2022 grant, and scheduled annual tranches for 2023 and 2024 grants as detailed in the filing.

Does the Form 3 state how many shares each RSU converts into?

Yes. Each RSU represents a contingent right to receive one share of Class A common stock upon vesting, per the filing.

Is the reported ownership sufficient to determine Rockett’s percentage ownership in MSC?

No. The Form 3 lists share counts and RSU quantities but does not provide total outstanding shares