MSC Industrial insider updates holdings after RSU grant and vest

Rhea-AI Filing Summary

MSC Industrial (MSM): On 11/03/2025, the SVP, General Counsel & Corporate Secretary reported equity transactions. The executive received a grant of 2,653 RSUs and had 447 RSUs vest, along with 35.711 dividend equivalent units converting into Class A shares. To cover withholding taxes from vesting, 138.711 shares were withheld at $84.79 per share. Following these transactions, the executive directly owned 3,440 Class A shares.

The new RSU grant is scheduled to vest in tranches through November 2029, subject to continued employment.

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^*

Dongre Neal

(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)
	SVP, Gen Counsel & Corp Sec

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		447	A	$0(1)	3,543	D
Class A Common Stock, $0.001 par value	11/03/2025		M		35.711	A	$0(2)	3,579	D
Class A Common Stock, $0.001 par value	11/03/2025		F		138.711(3)	D	$84.79	3,440	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)	11/03/2025		A		2,653		(4)	(4)	Class A Common Stock, $0.001 par value	2,653	$0	2,653	D
Restricted Stock Units (RSU)	(1)	11/03/2025		M			447	(5)	(5)	Class A Common Stock, $0.001 par value	447	$0	895	D
Dividend Equivalent Units	(2)	11/03/2025		M			35.711	(2)	(2)	Class A Common Stock, $0.001 par value	35.711	$0	303(6)	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. 2,653 RSUs were granted on November 3, 2025. 663 RSUs vest on each of November 3, 2026, November 3, 2027 and November 3, 2028, and 664 RSUs vest on November 3, 2029, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

5. 1,789 RSUs were granted on November 3, 2023. 447 RSUs vested on each of November 3, 2024 and November 3, 2025. 447 RSUs vest on November 3, 2026, and 448 RSUs vest on November 3, 2027, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

6. Includes 51.473 dividend equivalent units accrued on November 27, 2024, 54.452 dividend equivalent units accrued on January 29, 2025, 58.740 dividend equivalent units accrued on April 23, 2025 and 51.678 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/ Neal Dongre	11/04/2025
	** 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 disclose in this Form 4?

An executive received 2,653 RSUs, had 447 RSUs and 35.711 DEUs settle into shares, and 138.711 shares were withheld at $84.79 for taxes.

Who is the reporting person in MSM’s filing?

The company’s SVP, General Counsel & Corporate Secretary.

How many MSM shares does the executive own after these transactions?

Direct ownership is 3,440 Class A shares after the reported activity.

What is the vesting schedule for the 2,653 RSUs?

Per the filing: 663 RSUs vest on Nov 3, 2026, Nov 3, 2027, Nov 3, 2028, and 664 RSUs on Nov 3, 2029, subject to continued employment.

What are dividend equivalent units (DEUs) in this context?

DEUs accrue on RSUs and vest at the same time as the underlying RSUs; each DEU equals a right to one share of common stock.

Was cash paid for the RSU exercises?

No. RSU settlements were reported at $0, with tax withholding covered by 138.711 shares at $84.79.