MSC Industrial VP reports RSU/DEU settlement and tax share withholding

Rhea-AI Filing Summary

MSC Industrial Direct (MSM): Form 4 insider activity

On 11/05/2025, the company’s VP, Chief People Officer reported routine equity award settlements. 103 RSUs and 16.601 dividend equivalent units were converted into Class A common stock (transaction code M, price $0). To satisfy tax withholding tied to vesting, 34.601 shares were withheld and delivered to the issuer at $86.68 per share (code F). Following these transactions, the reporting person directly owns 1,450 shares.

Footnotes indicate these RSUs were part of a previously granted award with tranches vesting annually.

Insider Trade Summary

119.601 shares exercised/converted

Mixed 5 txns

Insider Rockett Julie Valsa

Role VP, Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	103	$0.00	--
Exercise	Dividend Equivalent Units	16.601	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	103	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	16.601	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	34.601	$86.68	$3K

Holdings After Transaction: Restricted Stock Units (RSU) — 0 shares (Direct); Dividend Equivalent Units — 43 shares (Direct); Class A Common Stock, $0.001 par value — 1,468 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. 411 RSUs were granted on November 5, 2021. 102 RSUs vested on November 5, 2022 and 103 RSUs vested on each of November 5, 2023, November 5, 2024 and November 5, 2025.

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^*

Rockett Julie Valsa

(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, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

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	11/05/2025		M		103	A	$0(1)	1,468	D
Class A Common Stock, $0.001 par value	11/05/2025		M		16.601	A	$0(2)	1,485	D
Class A Common Stock, $0.001 par value	11/05/2025		F		34.601(3)	D	$86.68	1,450	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)	11/05/2025		M			103	(4)	(4)	Class A Common Stock, $0.001 par value	103	$0	0	D
Dividend Equivalent Units	(2)	11/05/2025		M			16.601	(2)	(2)	Class A Common Stock, $0.001 par value	16.601	$0	43	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. 411 RSUs were granted on November 5, 2021. 102 RSUs vested on November 5, 2022 and 103 RSUs vested on each of November 5, 2023, November 5, 2024 and November 5, 2025.

Remarks:

	/s/ Julie Rockett	11/07/2025
	** 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 report in this Form 4?

The VP, Chief People Officer reported RSU and dividend equivalent unit settlements into shares and share withholding to cover taxes on 11/05/2025.

How many RSUs and DEUs settled into shares for MSM?

103 RSUs and 16.601 dividend equivalent units were converted into Class A common stock at $0.

Why were shares disposed of in the MSM filing?

34.601 shares were delivered to the issuer at $86.68 to cover tax withholding related to vesting (transaction code F).

What is the insider’s resulting share ownership at MSM?

After the reported transactions, the insider directly owns 1,450 shares of Class A common stock.

Who is the reporting person and their role at MSM?

The reporting person is an officer, serving as VP, Chief People Officer.

What do transaction codes M and F mean in this context?

M indicates conversion of derivative awards (RSUs/DEUs) into shares; F indicates shares withheld to satisfy tax obligations.