MSM insider filing: 884 RSUs awarded, tax withholding at $84.79

Rhea-AI Filing Summary

MSC Industrial Direct (MSM): Form 4 insider activity — VP & Interim CFO Gregory Haefele Clark reported equity transactions on 11/03/2025. He received 884 restricted stock units (RSUs), with 221 RSUs vesting on each of November 3, 2026, 2027, 2028, and 2029, contingent on continued employment.

The filing also shows 192 RSUs vested from a prior 2023 grant and 15.339 dividend equivalent units (DEUs) vested on 11/03/2025. To cover tax withholding from these vestings, 75.339 shares of Class A Common Stock were withheld at a price of $84.79. Following the reported transactions, the filing lists 132 shares beneficially owned directly.

Insider Trade Summary

207.339 shares exercised/converted

Mixed 6 txns

Insider Clark Gregory Haefele

Role VP & Interim CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units (RSU)	884	$0.00	--
Exercise	Restricted Stock Units (RSU)	192	$0.00	--
Exercise	Dividend Equivalent Units	15.339	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	192	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	15.339	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	75.339	$84.79	$6K

Holdings After Transaction: Restricted Stock Units (RSU) — 884 shares (Direct); Dividend Equivalent Units — 159 shares (Direct); Class A Common Stock, $0.001 par value — 192 shares (Direct)

Footnotes (1)

1. Each RSU represents a contingent right to receive one share of Common Stock. 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. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs. 884 RSUs were granted on November 3, 2025. 221 RSUs vest on each of November 3, 2026, November 3, 2027, November 3, 2028 and November 3, 2029, 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. 767 RSUs were granted on November 3, 2023. 191 RSUs vested on November 3, 2024 and 192 RSUs vested on November 3, 2025. 192 RSUs vest on each of 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Clark Gregory Haefele

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		M		192	A	$0(1)	192	D
Class A Common Stock, $0.001 par value	11/03/2025		M		15.339	A	$0(2)	207	D
Class A Common Stock, $0.001 par value	11/03/2025		F		75.339(3)	D	$84.79	132	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)	11/03/2025		A		884		(4)	(4)	Class A Common Stock, $0.001 par value	884	$0	884	D
Restricted Stock Units (RSU)	(1)	11/03/2025		M			192	(5)	(5)	Class A Common Stock, $0.001 par value	192	$0	384	D
Dividend Equivalent Units	(2)	11/03/2025		M			15.339	(2)	(2)	Class A Common Stock, $0.001 par value	15.339	$0	159	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. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.

4. 884 RSUs were granted on November 3, 2025. 221 RSUs vest on each of November 3, 2026, November 3, 2027, November 3, 2028 and November 3, 2029, 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. 767 RSUs were granted on November 3, 2023. 191 RSUs vested on November 3, 2024 and 192 RSUs vested on November 3, 2025. 192 RSUs vest on each of 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.

Remarks:

	/s/ Gregory Haefele Clark	11/05/2025
	** 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 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).
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 MSM’s VP & Interim CFO report on this Form 4?

He reported receiving 884 RSUs, vesting of 192 RSUs and 15.339 DEUs, and share withholding of 75.339 shares to cover taxes at $84.79.

What is the vesting schedule for the new 884 RSUs at MSM?

221 RSUs vest on each of November 3, 2026, 2027, 2028, and 2029, subject to continued employment.

How many MSM shares are listed as beneficially owned after the transactions?

The filing lists 132 shares of Class A Common Stock beneficially owned directly after the reported transactions.

What are dividend equivalent units (DEUs) in this MSM filing?

DEUs accrue on RSUs and vest at the same times as the underlying RSUs; each DEU represents a right to receive one share.

What tax withholding occurred in the MSM Form 4?

A disposition of 75.339 shares to the issuer was used to cover tax withholding at a $84.79 price.

Which prior MSM grant vested on November 3, 2025?

From a 2023 grant, 192 RSUs vested on November 3, 2025; additional tranches are scheduled for 2026 and 2027.