MSM Form 4: RSU/DEU conversions; tax withholding at $86.42

Rhea-AI Filing Summary

MSC Industrial Direct (MSM) filed a Form 4 for its SVP, General Counsel & Corporate Secretary. On 11/04/2025, RSUs and related dividend equivalent units vested (code M), adding 378, 45.065, 698, and 29.254 Class A shares. Shares were withheld to cover taxes (code F): 122.065 and 209.254 shares at $86.42 per share.

Following the transactions, the reporting person directly owned 4,259 Class A shares. The filing also outlines prior RSU grants from 11/04/2022 and 11/04/2024 with future scheduled vesting, subject to continued employment.

Insider Trade Summary

1,150.319 shares exercised/converted

Mixed 10 txns

Insider Dongre Neal

Role SVP, Gen Counsel & Corp Sec

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	378	$0.00	--
Exercise	Dividend Equivalent Units	45.065	$0.00	--
Exercise	Restricted Stock Units (RSU)	698	$0.00	--
Exercise	Dividend Equivalent Units	29.254	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	378	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	45.065	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	122.065	$86.42	$11K
Exercise	Class A Common Stock, $0.001 par value	698	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	29.254	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	209.254	$86.42	$18K

Holdings After Transaction: Restricted Stock Units (RSU) — 379 shares (Direct); Dividend Equivalent Units — 257 shares (Direct); Class A Common Stock, $0.001 par value — 3,818 shares (Direct)

Footnotes (1)

1. Each RSU represents a contingent right to receive one share of Common Stock. 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. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs. 1,513 RSUs were granted on November 4, 2022. 378 RSUs vested on each of November 4, 2023, November 4, 2024 and November 4, 2025. 379 RSUs vest on November 4, 2026, 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. 2,794 RSUs were granted on November 4, 2024. 698 RSUs vested on November 4, 2025. 698 RSUs vest on November 4, 2026, and 699 RSUs vest on each of November 4, 2027 and November 4, 2028, 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.

Form 4 Insider Transactions: What Each Field Means →

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

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^*

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)
11/04/2025

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	11/04/2025		M		378	A	$0(1)	3,818	D
Class A Common Stock, $0.001 par value	11/04/2025		M		45.065	A	$0(2)	3,863	D
Class A Common Stock, $0.001 par value	11/04/2025		F		122.065(3)	D	$86.42	3,741	D
Class A Common Stock, $0.001 par value	11/04/2025		M		698	A	$0(1)	4,439	D
Class A Common Stock, $0.001 par value	11/04/2025		M		29.254	A	$0(2)	4,468	D
Class A Common Stock, $0.001 par value	11/04/2025		F		209.254(3)	D	$86.42	4,259	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)	11/04/2025		M			378	(4)	(4)	Class A Common Stock, $0.001 par value	378	$0	379	D
Dividend Equivalent Units	(2)	11/04/2025		M			45.065	(2)	(2)	Class A Common Stock, $0.001 par value	45.065	$0	257	D
Restricted Stock Units (RSU)	(1)	11/04/2025		M			698	(5)	(5)	Class A Common Stock, $0.001 par value	698	$0	2,096	D
Dividend Equivalent Units	(2)	11/04/2025		M			29.254	(2)	(2)	Class A Common Stock, $0.001 par value	29.254	$0	228	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. 1,513 RSUs were granted on November 4, 2022. 378 RSUs vested on each of November 4, 2023, November 4, 2024 and November 4, 2025. 379 RSUs vest on November 4, 2026, 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. 2,794 RSUs were granted on November 4, 2024. 698 RSUs vested on November 4, 2025. 698 RSUs vest on November 4, 2026, and 699 RSUs vest on each of November 4, 2027 and November 4, 2028, 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/ Neal Dongre	11/06/2025
	** 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.
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 did MSM disclose in this Form 4?

Vesting of RSUs and dividend equivalent units on 11/04/2025 (code M) and tax withholding via share disposition (code F) at $86.42 per share.

How many shares did the insider own after these transactions (MSM)?

Direct beneficial ownership was 4,259 Class A shares following the reported transactions.

What share amounts vested or converted for MSM on 11/04/2025?

Additions from conversions totaled 378, 45.065, 698, and 29.254 Class A shares (code M).

How many shares were withheld for taxes and at what price (MSM)?

Shares withheld were 122.065 and 209.254 at a price of $86.42 per share (code F).

What do transaction codes M and F mean in this MSM filing?

M indicates conversion/vesting of derivative securities; F indicates shares withheld to satisfy tax obligations.

What future vesting is described for MSM RSU grants?

The filing describes scheduled vesting from the 11/04/2022 and 11/04/2024 RSU grants, contingent on continued employment.