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MSC Industrial grants Shacklett 2,282 stock options

The awards have staged vesting schedules; the new RSUs vest only if Kimberly Shacklett remains continuously employed through each applicable date.

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Form Type
4

Rhea-AI Filing Summary

MSC Industrial Direct Co., Inc. (MSM) reported that SVP, Customer Experience Kimberly Shacklett received 2,282 options on November 3, 2026, with a $120.30 exercise price and staged exercisability through November 3, 2030. She also received 1,097 RSUs, subject to continued employment through each vesting date. On that date, 511 and 589 previously granted RSUs and 61 and 21 dividend equivalent units vested; the report also lists dispositions of 250 and 266 shares to the issuer for tax withholding obligations.

Insider Shacklett Kimberly
Role SVP, Customer Experience
Type Security Shares Price Value
Grant/Award Options (right to buy) F4, F5 2,282 $0.00 $0.00
Grant/Award Restricted Stock Units (RSU) F1, F6 1,097 $0.00 $0.00
Exercise Restricted Stock Units (RSU) F1, F7 511 $0.00 $0.00
Exercise Dividend Equivalent Units F2, F8 60.954 $0.00 $0.00
Exercise Restricted Stock Units (RSU) F1, F9 589 $0.00 $0.00
Exercise Dividend Equivalent Units F2 21.487 $0.00 $0.00
Exercise Class A Common Stock, $0.001 par value F1 511 $0.00 $0.00
Exercise Class A Common Stock, $0.001 par value F2 60.954 $0.00 $0.00
Tax Withholding Class A Common Stock, $0.001 par value F3 249.954 $120.30 $30K
Exercise Class A Common Stock, $0.001 par value F1 589 $0.00 $0.00
Exercise Class A Common Stock, $0.001 par value F2 21.487 $0.00 $0.00
Tax Withholding Class A Common Stock, $0.001 par value F3 266.487 $120.30 $32K
Holdings After Transaction: Options (right to buy) — 2,282 contracts (Direct); Restricted Stock Units (RSU) — 3,378 contracts (Direct); Dividend Equivalent Units — 704 contracts (Direct); Class A Common Stock, $0.001 par value — 16,672 shares (Direct)
Holdings Before and After: Options (right to buy), 0 to 2,282 contracts (Direct); Restricted Stock Units (RSU), 3,381 to 3,378 contracts (Direct); Dividend Equivalent Units, 786.441 to 704 contracts (Direct)
Footnotes (9)
  1. F1. Each RSU represents a contingent right to receive one share of Common Stock.
  2. F2. 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. F3. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.
  4. F4. Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
  5. F5. An option to purchase 2,282 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2023 Omnibus Equity Plan. 570 shares of Common Stock become exercisable on each of November 3, 2027, and November 3, 2028, and 571 shares of Common Stock become exercisable on each of November 3, 2029, and November 3, 2030.
  6. F6. 1,097 RSUs were granted on November 3, 2026. 274 RSUs vest on each of November 3, 2027, November 3, 2028, and November 3, 2029, and 275 RSUs vest on November 3, 2030, 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.
  7. F7. 2,045 RSUs were granted on November 3, 2023. 511 RSUs vested on each of November 3, 2024, November 3, 2025, and November 3, 2026. 512 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.
  8. F8. Includes 57.170 dividend equivalent units accrued on November 26, 2025, 61.777 dividend equivalent units accrued on January 28, 2026, 53.902 dividend equivalent units accrued on April 22, 2026 and 41.311 dividend units accrued on July 22, 2026, 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.
  9. F9. 2,358 RSUs were granted on November 3, 2025. 589 RSUs vested on November 3, 2026. 589 RSUs vest on November 3, 2027, and 590 RSUs vest on each of November 3, 2028 and 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.
Options granted 2,282 options Granted November 3, 2026
Option exercise price $120.30 per share Options granted to Kimberly Shacklett
RSUs granted 1,097 RSUs Granted November 3, 2026
RSUs vested 511 shares November 3, 2026
RSUs vested 589 shares November 3, 2026
Tax-withholding disposition 250 shares Disposed to the issuer on November 3, 2026
Tax-withholding disposition 266 shares Disposed to the issuer on November 3, 2026
Restricted Stock Units (RSU) financial
"Restricted Stock Units (RSU)"
Dividend Equivalent Units financial
"Dividend Equivalent Units accrued with respect to outstanding awards"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
contingent right financial
"Each RSU represents a contingent right to receive one share"
2023 Omnibus Equity Plan financial
"under the Issuer's 2023 Omnibus Equity Plan"
tax withholding obligations financial
"to cover tax withholding obligations arising from the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many options did MSM award Kimberly Shacklett?

Kimberly Shacklett, SVP, Customer Experience, received 2,282 options with a $120.30 exercise price under the issuer’s 2023 Omnibus Equity Plan. 570 options become exercisable on each of November 3, 2027 and November 3, 2028, and 571 on each of November 3, 2029 and November 3, 2030. The options expire November 2, 2036.

What are the vesting terms for MSM’s 2026 RSU grant?

Kimberly Shacklett received 1,097 RSUs on November 3, 2026. 274 vest on each of November 3, 2027, November 3, 2028, and November 3, 2029, and 275 vest on November 3, 2030, provided she remains continuously employed through each applicable date. Vested shares are delivered upon vesting.

How many MSM shares were disposed of for tax withholding?

The reported tax-withholding dispositions were 250 and 266 Class A shares to the issuer. The footnote says the dispositions covered tax withholding obligations arising from the vesting of RSUs and dividend equivalent units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Shacklett Kimberly

(Last)(First)(Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC.
515 BROADHOLLOW ROAD

(Street)
MELVILLE NEW YORK 11747

(City)(State)(Zip)

UNITED STATES

(Country)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Customer Experience
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock, $0.001 par value11/03/2026M511A$0(1)16,517D
Class A Common Stock, $0.001 par value11/03/2026M60.954A$0(2)16,578D
Class A Common Stock, $0.001 par value11/03/2026F249.954(3)D$120.316,328D
Class A Common Stock, $0.001 par value11/03/2026M589A$0(1)16,917D
Class A Common Stock, $0.001 par value11/03/2026M21.487A$0(2)16,938D
Class A Common Stock, $0.001 par value11/03/2026F266.487(3)D$120.316,672D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options (right to buy)(4)$120.311/03/2026A2,282 (5)11/02/2036Class A Common Stock, $0.001 par value2,282$02,282D
Restricted Stock Units (RSU)(1)11/03/2026A1,097 (6) (6)Class A Common Stock, $0.001 par value1,097$01,097D
Restricted Stock Units (RSU)(1)11/03/2026M511 (7) (7)Class A Common Stock, $0.001 par value511$0512D
Dividend Equivalent Units(2)11/03/2026M60.954 (2) (2)Class A Common Stock, $0.001 par value60.954$0363(8)D
Restricted Stock Units (RSU)(1)11/03/2026M589 (9) (9)Class A Common Stock, $0.001 par value589$01,769D
Dividend Equivalent Units(2)11/03/2026M21.487 (2) (2)Class A Common Stock, $0.001 par value21.487$0341D
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. Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
5. An option to purchase 2,282 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2023 Omnibus Equity Plan. 570 shares of Common Stock become exercisable on each of November 3, 2027, and November 3, 2028, and 571 shares of Common Stock become exercisable on each of November 3, 2029, and November 3, 2030.
6. 1,097 RSUs were granted on November 3, 2026. 274 RSUs vest on each of November 3, 2027, November 3, 2028, and November 3, 2029, and 275 RSUs vest on November 3, 2030, 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.
7. 2,045 RSUs were granted on November 3, 2023. 511 RSUs vested on each of November 3, 2024, November 3, 2025, and November 3, 2026. 512 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.
8. Includes 57.170 dividend equivalent units accrued on November 26, 2025, 61.777 dividend equivalent units accrued on January 28, 2026, 53.902 dividend equivalent units accrued on April 22, 2026 and 41.311 dividend units accrued on July 22, 2026, 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.
9. 2,358 RSUs were granted on November 3, 2025. 589 RSUs vested on November 3, 2026. 589 RSUs vest on November 3, 2027, and 590 RSUs vest on each of November 3, 2028 and 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.
Remarks:
/s/ Kimberly Shacklett11/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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