Director at MSC Industrial (NYSE: MSM) settles RSUs into shares

Rhea-AI Filing Summary

MSC Industrial Direct director Steven Paladino reported equity award activity and related share issuances. On January 23, 2026, he received a grant of 1,603 restricted stock units (RSUs), each representing a contingent right to one share of Class A Common Stock. These RSUs vest on January 23, 2027, provided he continues to serve as an outside director, and the vested shares will be delivered upon vesting.

On January 24, 2026, 695 previously granted RSUs and 50 dividend equivalent units were settled into an equal number of Class A Common shares at a reported price of $0 per share. Following these settlements, he directly owned 15,528 shares of Class A Common Stock, 1,603 RSUs and 25 dividend equivalent units, all representing additional contingent rights to shares.

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)
01/23/2026

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	01/24/2026		M		695	A	$0(1)	15,478	D
Class A Common Stock, $0.001 par value	01/24/2026		M		50	A	$0(2)	15,528	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)	01/23/2026		A		1,603		(3)	(3)	Class A Common Stock, $0.001 par value	1,603	$0	1,603	D
Restricted Stock Units (RSU)	(1)	01/24/2026		M			695	(4)	(4)	Class A Common Stock, $0.001 par value	695	$0	0	D
Dividend Equivalent Units	(2)	01/24/2026		M			50	(2)	(2)	Class A Common Stock, $0.001 par value	50	$0	25	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. 1,603 RSUs were granted on January 23, 2026, and vest on January 23, 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. 1,390 RSUs were granted on January 24, 2024. 695 RSUs vested on each of January 24, 2025 and January 24, 2026.

Remarks:

	/s/ Steven Paladino	01/27/2026
	** 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.

FAQ

What insider activity did MSC Industrial (MSM) report for Steven Paladino?

The filing shows that director Steven Paladino received a grant of 1,603 restricted stock units (RSUs) on January 23, 2026, and on January 24, 2026, 695 RSUs and 50 dividend equivalent units were settled into the same number of Class A Common shares at a reported price of $0 per share.

How many MSC Industrial (MSM) shares does Steven Paladino own after these transactions?

After the reported transactions, Steven Paladino directly owned 15,528 shares of Class A Common Stock, plus 1,603 RSUs and 25 dividend equivalent units, each representing a contingent right to receive one share of Common Stock.

What are the terms of the new RSU grant reported by MSC Industrial (MSM)?

The filing states that 1,603 RSUs were granted on January 23, 2026. These RSUs vest on January 23, 2027, provided Steven Paladino continues to serve as an outside director through that date, and the vested shares will be delivered upon vesting.

What do the dividend equivalent units in the MSC Industrial (MSM) Form 4 represent?

The dividend equivalent units 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 Class A Common Stock.

Why did some RSUs and dividend equivalent units convert into MSC Industrial (MSM) shares?

The filing explains that 1,390 RSUs were granted on January 24, 2024, and that 695 RSUs vested on each of January 24, 2025 and January 24, 2026. On January 24, 2026, 695 RSUs and 50 dividend equivalent units were settled into Class A Common shares, consistent with those vesting terms.

Is Steven Paladino’s ownership in MSC Industrial (MSM) direct or indirect?

The reported holdings in the Form 4 are listed as direct (D) ownership for both the Class A Common Stock and the derivative securities (RSUs and dividend equivalent units).