Director at MSC Industrial (NYSE: MSM) vests 823 new shares

Rhea-AI Filing Summary

MSC Industrial Direct director Robert B. Aarnes reported stock received from equity awards. On January 22, 2026, 799 restricted stock units (RSUs) vested and were converted into 799 shares of Class A common stock at a price of $0 per share. On the same date, 24 dividend equivalent units were also converted into 24 shares of Class A common stock at $0 per share.

Following these transactions, Aarnes directly owns 823 shares of MSC Industrial Direct Class A common stock. Footnotes explain that the original RSU grant on January 22, 2025 totaled 1,598 units, of which 799 vested on January 22, 2026 and the remaining 799 RSUs are scheduled to vest on January 22, 2027 if he continues serving as an outside director. Dividend equivalent units accrue on these RSUs and vest on the same schedule.

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^*

Aarnes Robert B

(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)	799	D
Class A Common Stock, $0.001 par value	01/22/2026		M		24	A	$0(2)	823	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	25(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 17.818 dividend equivalent units accrued on April 23, 2025, 15.676 dividend equivalent units accrued on July 23, 2025, and 15.888 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/ Robert B. Aarnes	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) report for Robert B. Aarnes?

The filing shows director Robert B. Aarnes had 799 restricted stock units (RSUs) and 24 dividend equivalent units convert into the same number of Class A common shares of MSC Industrial Direct on January 22, 2026, all at a reported price of $0 per share.

How many MSC Industrial (MSM) shares does Robert B. Aarnes own after this Form 4?

After the reported transactions, Robert B. Aarnes directly owns 823 shares of MSC Industrial Direct Class A common stock, according to the Form 4.

What are the terms of Robert B. Aarness RSU grant at MSC Industrial (MSM)?

Footnotes state that 1,598 RSUs were granted on January 22, 2025. 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 contingent right to receive one share of common stock.

What are dividend equivalent units in this MSC Industrial (MSM) Form 4?

The filing explains that dividend equivalent units accrue on 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 common stock. In this Form 4, 24 such units converted into shares.

How many dividend equivalent units does Robert B. Aarnes still hold at MSC Industrial (MSM)?

After the conversion of 24 dividend equivalent units into shares, the derivative holdings section shows 25 dividend equivalent units beneficially owned, which continue to track and vest with the related RSUs.

Are there future vesting events disclosed for MSC Industrial (MSM) director RSUs?

Yes. The footnotes state that 799 RSUs are scheduled to vest on January 22, 2027, assuming Robert B. Aarnes continues to serve as an outside director through that vesting date. Any related dividend equivalent units are described as vesting on the same schedule.