MSM Form 3: Gregory Haefele Discloses Multi‑Year RSUs and Dividend Equivalents

Rhea-AI Filing Summary

Gregory Haefele, serving as VP & Interim CFO of MSC Industrial Direct Co., Inc. (MSM), reported on Form 3 that he directly owns 0 shares of Class A common stock and holds multiple restricted stock unit awards that may convert into common shares upon vesting. The filing lists RSU grants from 2021 through 2024 with scheduled vesting tranches; the Form shows specific underlying amounts of 221, 454, 576, 931 RSUs and 175 dividend equivalent units. The reportable event date is 08/08/2025.

Positive

• Alignment of interests: Multiple time‑based RSU grants create incentives tied to long‑term share performance and retention.
• Detailed vesting disclosure: Vesting schedules and dividend equivalent unit treatment are explicitly stated for investor transparency.

Negative

• No current direct ownership: Reporting person lists 0 shares of Class A common stock, so there is no immediate voting or dividend ownership.
• Economic exposure is contingent: The reported holdings are unvested RSUs and dividend equivalents that only convert to shares upon future vesting.

Insights

Financial Analyst

TL;DR: Routine officer Form 3 disclosing only equity-based compensation, no current direct stock ownership.

The filing records that the reporting officer holds multiple cohorts of restricted stock units granted between 2021 and 2024 that vest over time and convert one-for-one into Class A common shares when vested. There are no presently owned shares reported, which means immediate economic ownership is limited to vested RSUs (none reported as delivered). This is a standard disclosure for an executive recently granted or holding unvested equity awards and does not by itself change MSC's capital structure.

Corporate Governance Expert

TL;DR: Disclosure aligns executive incentives with shareholders through time‑based RSUs; no red flags in filing.

The Form 3 accurately lists the officer relationship and details vesting schedules and dividend equivalent units tied to RSUs. The presence of multi-year vesting schedules indicates typical retention-focused compensation. The filing contains no indications of related-party transactions, pledges, or indirect ownership beyond the RSUs described.

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Clark Gregory Haefele

(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)
08/08/2025

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 & Interim CFO

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	0	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	221	(2)	D
Restricted Stock Units (RSU)	(3)	(3)	Class A Common Stock, $0.001 par value	454	(2)	D
Restricted Stock Units (RSU)	(4)	(4)	Class A Common Stock, $0.001 par value	576	(2)	D
Restricted Stock Units (RSU)	(5)	(5)	Class A Common Stock, $0.001 par value	931	(2)	D
Dividend Equivalent Units	(6)	(6)	Class A Common Stock, $0.001 par value	175	(6)	D

Explanation of Responses:

1. 882 RSUs were granted on November 5, 2021. 220 RSUs vested on each of November 5, 2022 and November 5, 2023 and 221 RSUs vested on November 5, 2024. 221 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. 908 RSUs were granted on November 4, 2022. 227 RSUs vested on each of November 4, 2023 and November 4, 2024. 227 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. 767 RSUs were granted on November 3, 2023. 191 RSUs vested on November 3, 2024. 192 RSUs vest on each of November 3, 2025, November 3, 2026, and 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. 931 RSUs were granted on November 4, 2024. 232 RSUs vest on November 4, 2025, and 233 RSUs vest on each of November 4, 2026, 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. 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 to receive one share of Common Stock.

Remarks:

	/s/ Gregory Haefele Clark	08/15/2025
	** 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 Gregory Haefele report on Form 3 for MSC (MSM)?

He reported 0 directly owned Class A shares and multiple restricted stock units (RSUs) plus 175 dividend equivalent units granted between 2021 and 2024.

What is Gregory Haefele’s role at MSC Industrial Direct Co., Inc. (MSM)?

The filing identifies him as a Director and an Officer with the title VP & Interim CFO.

When was the Form 3 event date and when was it signed?

The event date listed is 08/08/2025 and the Form is signed on 08/15/2025.

How many RSU grants are disclosed and what are the underlying amounts shown?

The filing discloses RSU grants from 2021, 2022, 2023, and 2024 with underlying amounts shown as 221, 454, 576, and 931 shares, respectively, plus 175 dividend equivalent units.

Do the RSUs immediately confer ownership or voting rights?

No. Each RSU is a contingent right to receive one share upon vesting; vested shares will be delivered upon vesting, so unvested RSUs do not currently confer voting rights.