MSC Industrial (MSM) director reports RSU and dividend unit vesting

Rhea-AI Filing Summary

MSC Industrial Direct Co., Inc. director Rudina Seseri reported the vesting of equity awards that converted into Class A common stock. On January 22, 2026, 799 restricted stock units (RSUs) vested and were settled into 799 shares of Class A common stock at a price of $0 per share, reflecting that this was a stock-based compensation event rather than an open-market purchase. On the same date, 24 dividend equivalent units tied to prior RSU awards also converted into 24 shares of Class A common stock at $0 per share.

Following these transactions, Seseri directly beneficially owned 7,145 shares of Class A common stock. Footnotes explain that each RSU and each dividend equivalent unit represents a contingent right to receive one share of common stock, and that 1,598 RSUs were originally granted on January 22, 2025, with 799 vesting on January 22, 2026 and the remaining 799 scheduled to vest on January 22, 2027 if she continues serving as an outside director.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Seseri Rudina

(Last) (First) (Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

515 BROADHOLLOW ROAD

(Street)

MELVILLE NY 11747

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, $0.001 par value	01/22/2026		M		799	A	$0(1)	7,121	D
Class A Common Stock, $0.001 par value	01/22/2026		M		24	A	$0(2)	7,145	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSU)	(1)	01/22/2026		M			799	(3)	(3)	Class A Common Stock, $0.001 par value	799	$0	799	D
Dividend Equivalent Units	(2)	01/22/2026		M			24	(2)	(2)	Class A Common Stock, $0.001 par value	24	$0	75(4)	D

Explanation of Responses:

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

2. 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.

3. 1,598 RSUs were granted on January 22, 2025. 799 RSUs vested on January 22, 2026. 799 RSUs vest on January 22, 2027, provided that the Reporting Person continues to serve as Outside Director through the applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

4. Includes 7.470 dividend equivalent units accrued on January 29, 2025, 25.876 dividend equivalent units accrued on April 23, 2025, 22.766 dividend equivalent units accrued on July 23, 2025, and 23.073 dividend equivalent units accrued on November 26, 2025 with respect to the outstanding awards of restricted stock units (RSUs). Such dividend equivalent units vest at the same time(s) as the underlying RSUs and represent a contingent right to receive one share of Common Stock.

Remarks:

	/s/ Rudina Seseri	01/23/2026
	** 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 4 (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).
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FAQ

What insider transaction did MSM director Rudina Seseri report?

Rudina Seseri reported the vesting and conversion of equity awards into Class A common stock of MSC Industrial Direct Co., Inc. on January 22, 2026, rather than an open-market buy or sell.

How many MSC Industrial (MSM) RSUs vested for Rudina Seseri on January 22, 2026?

On January 22, 2026, 799 restricted stock units (RSUs) vested for Rudina Seseri and were settled into 799 shares of Class A common stock at $0 per share.

What are dividend equivalent units in this MSC Industrial (MSM) Form 4?

The filing states that dividend equivalent units accrue on outstanding RSU awards and vest at the same time as the underlying RSUs. Each unit represents a contingent right to receive one share of common stock. On January 22, 2026, 24 dividend equivalent units converted into 24 shares.

How many MSC Industrial (MSM) shares does Rudina Seseri own after these transactions?

After the January 22, 2026 equity award vesting and conversions, Rudina Seseri directly beneficially owned 7,145 shares of MSC Industrial Direct Class A common stock.

What is the vesting schedule for Rudina Seseris MSC Industrial RSUs?

The footnotes explain that 1,598 RSUs were granted on January 22, 2025. Of these, 799 RSUs vested on January 22, 2026, and 799 RSUs are scheduled to vest on January 22, 2027, provided she continues to serve as an outside director.

Did Rudina Seseri pay cash for the MSC Industrial shares received?

No cash was paid for these shares. The RSUs and dividend equivalent units converted into Class A common stock at a stated price of $0 per share, reflecting stock-based compensation rather than a market purchase.