Mitchell Jacobson (MSM) reports 14,972-share bona fide gift via trusts

Q: What insider transaction did MSM director Mitchell Jacobson report?

Mitchell Jacobson reported a bona fide gift of 14,972 shares of MSC Industrial Direct Class A common stock. The shares were transferred indirectly through trusts at a reported price of $0.00 per share , indicating a non-market, no‑consideration transfer.

Q: How many MSM shares were gifted in this Form 4 filing?

The filing shows a gift of 14,972 shares of MSC Industrial Direct Class A common stock. This transfer is coded as a bona fide gift and represents a small portion of the much larger direct and indirect holdings reported in the same document.

Q: Does the MSM Form 4 gift reflect an open-market sale or purchase?

No, the Form 4 describes a bona fide gift , not a market trade. The transaction price is reported as $0.00 per share , which is typical for gifts and indicates no cash consideration was exchanged in the transaction.

Q: How many MSM shares does Mitchell Jacobson hold after the reported gift?

After the gift, one indirect position is listed at 2,878,615 shares , with additional entries showing 2,882,913 indirect and 2,328,192 direct shares. These lines indicate substantial continuing ownership across direct and trust‑held positions in MSC Industrial Direct.

Q: How are the gifted MSM shares held according to the Form 4 footnotes?

The footnotes state the shares are held by trusts , including Grantor Retained Annuity Trusts where Jacobson is settlor, sole annuitant, and trustee. He may exercise voting or dispositive power over certain trust securities, while generally disclaiming beneficial ownership beyond his pecuniary interest.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MSC Industrial Direct director and ten percent owner Mitchell Jacobson reported an indirect bona fide gift of 14,972 shares of Class A common stock on April 7, 2026. The gift was reported at a price of $0.00 per share, consistent with non-market transfers.

The gifted shares are held through trusts associated with Jacobson, including Grantor Retained Annuity Trusts and other trusts where he has certain powers. After the gift, one related indirect holding is shown at 2,878,615 shares, with additional lines showing indirect holdings of 2,882,913 shares and direct holdings of 2,328,192 shares. These figures indicate Jacobson continues to have substantial direct and indirect positions while reallocating a relatively small portion via gift.

Insider Trade Summary

14,972 shares gifted

Mixed 3 txns

Insider JACOBSON MITCHELL

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	14,972	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 2,878,615 shares (Indirect, See footnotes); Class A Common Stock — 2,328,192 shares (Direct)

Footnotes (1)

The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Represents shares held by trusts of which the Reporting Person is the settlor and over whose trustees the Reporting Person can exercise remove and replace powers. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the settlor, sole annuitant and trustee, and other trusts over whose portfolio securities the Reporting Person exercises voting or dispositive power.

Key Figures

Gifted shares: 14,972 shares Gift price per share: $0.00 per share Indirect holding after gift: 2,878,615 shares +3 more

6 metrics

Gifted shares 14,972 shares Bona fide gift of Class A Common Stock on April 7, 2026

Gift price per share $0.00 per share Reported transaction price for gifted shares

Indirect holding after gift 2,878,615 shares Indirect trust-held Class A shares following reported gift

Additional indirect holding 2,882,913 shares Indirect Class A holdings reported as of April 7, 2026

Direct holding 2,328,192 shares Direct Class A holdings reported as of April 7, 2026

Gift transactions count 1 transaction Single bona fide gift recorded in transaction summary

Key Terms

bona fide gift, beneficial ownership, pecuniary interest, Grantor Retained Annuity Trusts, +1 more

5 terms

bona fide gift financial

"transaction_code_description": "Bona fide gift""

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein"

Grantor Retained Annuity Trusts financial

"Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the settlor"

A grantor retained annuity trust (GRAT) is an estate-planning tool where an owner transfers assets into a trust and receives fixed payments back for a set number of years; any remaining assets after that period pass to designated beneficiaries. For investors it matters because it can move future investment growth to heirs while potentially reducing gift and estate taxes — like putting a rising asset in a timed box that pays you first and gives the remaining upside to others.

voting or dispositive power financial

"over whose portfolio securities the Reporting Person exercises voting or dispositive power"

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 06:31 PM

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^*

JACOBSON MITCHELL

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

515 BROADHOLLOW ROAD

(Street)

MELVILLE

NEW YORK

11747

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/07/2026		G		14,972	D	$0	2,878,615	I	See footnotes⁽¹⁾⁽²⁾
Class A Common Stock								2,882,913	I	See footnotes⁽¹⁾⁽³⁾
Class A Common Stock								2,328,192	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

2. Represents shares held by trusts of which the Reporting Person is the settlor and over whose trustees the Reporting Person can exercise remove and replace powers.

3. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the settlor, sole annuitant and trustee, and other trusts over whose portfolio securities the Reporting Person exercises voting or dispositive power.

	/s/ J. Robert Small, as attorney-in-fact for Mitchell Jacobson	04/09/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MSM director Mitchell Jacobson report?

Mitchell Jacobson reported a bona fide gift of 14,972 shares of MSC Industrial Direct Class A common stock. The shares were transferred indirectly through trusts at a reported price of $0.00 per share, indicating a non-market, no‑consideration transfer.

How many MSM shares were gifted in this Form 4 filing?

The filing shows a gift of 14,972 shares of MSC Industrial Direct Class A common stock. This transfer is coded as a bona fide gift and represents a small portion of the much larger direct and indirect holdings reported in the same document.

Does the MSM Form 4 gift reflect an open-market sale or purchase?

No, the Form 4 describes a bona fide gift, not a market trade. The transaction price is reported as $0.00 per share, which is typical for gifts and indicates no cash consideration was exchanged in the transaction.

How many MSM shares does Mitchell Jacobson hold after the reported gift?

After the gift, one indirect position is listed at 2,878,615 shares, with additional entries showing 2,882,913 indirect and 2,328,192 direct shares. These lines indicate substantial continuing ownership across direct and trust‑held positions in MSC Industrial Direct.

How are the gifted MSM shares held according to the Form 4 footnotes?

The footnotes state the shares are held by trusts, including Grantor Retained Annuity Trusts where Jacobson is settlor, sole annuitant, and trustee. He may exercise voting or dispositive power over certain trust securities, while generally disclaiming beneficial ownership beyond his pecuniary interest.

What does it mean that Jacobson disclaims beneficial ownership of some MSM shares?

The disclaimer means Jacobson reports the trust-held MSM shares but limits acknowledgment of personal economic interest. He states he disclaims beneficial ownership except to the extent of his pecuniary interest, a common legal formulation when shares are held in various trust structures.