Director Steven Paladino adds 823 MSC Industrial (MSM) shares from RSU vesting

Rhea-AI Filing Summary

MSC Industrial Direct director Steven Paladino reported the vesting and settlement of equity awards into Class A common stock. On January 22, 2026, 799 restricted stock units (RSUs) and 24 dividend equivalent units converted at $0 per share into a total of 823 shares of Class A common stock.

Following these transactions, Paladino directly beneficially owned 14,783 shares of Class A common stock. The RSUs were part of a 1,598-unit grant from January 22, 2025, with 799 RSUs vesting on January 22, 2026 and the remaining 799 RSUs scheduled to vest on January 22, 2027 if he continues to serve 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^*

PALADINO STEVEN

(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)	14,759	D
Class A Common Stock, $0.001 par value	01/22/2026		M		24	A	$0(2)	14,783	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/ Steven Paladino	01/26/2026
	** 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 MSC Industrial (MSM) director Steven Paladino report?

Director Steven Paladino reported the vesting and settlement of 799 RSUs and 24 dividend equivalent units into a total of 823 shares of MSC Industrial Direct Class A common stock on January 22, 2026, at a price of $0 per share.

How many MSC Industrial (MSM) shares does Steven Paladino own after this Form 4 filing?

After the reported transactions, Steven Paladino directly beneficially owned 14,783 shares of MSC Industrial Direct Class A common stock.

What are the terms of Steven Paladino’s RSU grant from January 22, 2025 at MSC Industrial (MSM)?

The filing states that 1,598 RSUs were granted on January 22, 2025. Of these, 799 RSUs vested on January 22, 2026, and the remaining 799 RSUs are scheduled to vest on January 22, 2027, provided he continues to serve as an outside director. Each RSU represents a right to receive one share of common stock.

What are dividend equivalent units in the MSC Industrial (MSM) Form 4 for Steven Paladino?

Dividend equivalent units in this filing are amounts that accrued with respect to outstanding RSU awards and vest at the same time as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of MSC Industrial Direct Class A common stock.

Were there any sales of MSC Industrial (MSM) shares by Steven Paladino in this Form 4?

The reported transactions are coded M, indicating the exercise or conversion of derivative securities (RSUs and dividend equivalent units) into Class A common stock at $0 per share, rather than open-market sales.

What future vesting is disclosed for Steven Paladino’s MSC Industrial (MSM) RSUs?

The filing notes that 799 RSUs are scheduled to vest on January 22, 2027, if Steven Paladino continues to serve as an outside director through that vesting date. Vested shares will be delivered upon vesting.