MSC Industrial CEO logs RSU grant, DEU settlement, tax share disposal

Rhea-AI Filing Summary

MSC Industrial Direct (MSM) CEO and Director Erik Gershwind reported equity award activity. On 11/03/2025, he received 20,934 RSUs. Also on that date, 4,538 RSUs and 362.539 dividend equivalent units were settled into Class A common stock at $0, and 2,502.539 shares were withheld/disposed at $84.79 to cover taxes.

Following these transactions, he directly owned 1,561,684 Class A shares. The new RSUs vest in four equal annual installments (5,233 on 11/03/2026 and 11/03/2027; 5,234 on 11/03/2028 and 11/03/2029), subject to continued service. He also continues to hold previously granted RSUs and dividend equivalent units.

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

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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^*

GERSHWIND ERIK

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		4,538	A	$0(1)	1,563,824	D
Class A Common Stock, $0.001 par value	11/03/2025		M		362.539	A	$0(2)	1,564,187	D
Class A Common Stock, $0.001 par value	11/03/2025		F		2,502.539(3)	D	$84.79	1,561,684	D
Class A Common Stock, $0.001 par value								44,513	I	See footnotes(4)(5)
Class A Common Stock, $0.001 par value								354,963	I	See footnotes(4)(6)
Class A Common Stock, $0.001 par value								61,027	I	See footnotes(4)(7)
Class A Common Stock, $0.001 par value								102,435	I	See footnotes(4)(8)

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		20,934		(9)	(9)	Class A Common Stock, $0.001 par value	20,934	$0	20,934	D
Restricted Stock Units (RSU)	(1)	11/03/2025		M			4,538	(10)	(10)	Class A Common Stock, $0.001 par value	4,538	$0	9,076	D
Dividend Equivalent Units	(2)	11/03/2025		M			362.539	(2)	(2)	Class A Common Stock, $0.001 par value	362.539	$0	3,593(11)	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. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

5. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.

6. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers.

7. Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.

8. Represents shares held by a trust of which the Reporting Person is a trustee.

9. 20,934 RSUs were granted on November 3, 2025. 5,233 RSUs vest on each of November 3, 2026 and November 3, 2027, and 5,234 RSUs vest on each of November 3, 2028 and November 3, 2029, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

10. 18,152 RSUs were granted on November 3, 2023. 4,538 RSUs vested on each of November 3, 2024 and November 3, 2025. 4,538 RSUs vest on each of November 3, 2026 and November 3, 2027, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

11. Includes 519.074 dividend equivalent units accrued on November 27, 2024, 549.111 dividend equivalent units accrued on January 29, 2025, 592.331 dividend equivalent units accrued on April 23, 2025 and 521.142 dividend units accrued on July 23, 2025 with respect to 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/ Erik Gershwind	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.
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FAQ

What did MSM CEO Erik Gershwind report on Form 4?

He reported a grant of 20,934 RSUs on 11/03/2025, settlement of 4,538 RSUs and 362.539 DEUs into shares at $0, and tax withholding of 2,502.539 shares at $84.79.

What is the vesting schedule for the 20,934 RSUs at MSM?

They vest as follows: 5,233 on 11/03/2026 and 11/03/2027, and 5,234 on 11/03/2028 and 11/03/2029, subject to continued service.

How many MSM shares did the CEO own directly after the transactions?

He directly owned 1,561,684 Class A shares after the reported transactions.

Were any shares sold to cover taxes in the MSM Form 4?

Yes. 2,502.539 shares were disposed of at $84.79 to satisfy tax withholding related to RSU and DEU vesting.

Did the MSM Form 4 include dividend equivalent units (DEUs)?

Yes. 362.539 DEUs were settled into shares, and additional DEUs remain outstanding alongside RSUs.