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MSC Industrial CEO receives 23,967 stock options

The President & CEO’s 11,521 newly granted RSUs vest in installments through November 3, 2030, subject to continuous employment through each applicable vesting date.

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Form Type
4

Rhea-AI Filing Summary

MSC Industrial Direct Co Inc (MSM) President & CEO Martina McIsaac received options covering 23,967 shares at a $120.30 exercise price on November 3, 2026. The options become exercisable in annual installments from November 3, 2027 through November 3, 2030. She also received 11,521 RSUs, vesting through November 3, 2030 subject to continuous employment. Earlier grants vested 959 and 5,012 RSUs; 437 and 2,249 shares were disposed to the issuer to cover tax withholding obligations.

Insider McIsaac Martina
Role President & CEO
Type Security Shares Price Value
Grant/Award Options (right to buy) F4, F5 23,967 $0.00 $0.00
Grant/Award Restricted Stock Units (RSU) F1, F6 11,521 $0.00 $0.00
Exercise Restricted Stock Units (RSU) F1, F7 959 $0.00 $0.00
Exercise Dividend Equivalent Units F2 114.393 $0.00 $0.00
Exercise Restricted Stock Units (RSU) F1, F8 5,012 $0.00 $0.00
Exercise Dividend Equivalent Units F2 182.837 $0.00 $0.00
Exercise Class A Common Stock, $0.001 par value F1 959 $0.00 $0.00
Exercise Class A Common Stock, $0.001 par value F2 114.393 $0.00 $0.00
Tax Withholding Class A Common Stock, $0.001 par value F3 437.393 $120.30 $53K
Exercise Class A Common Stock, $0.001 par value F1 5,012 $0.00 $0.00
Exercise Class A Common Stock, $0.001 par value F2 182.837 $0.00 $0.00
Tax Withholding Class A Common Stock, $0.001 par value F3 2,248.837 $120.30 $271K
Holdings After Transaction: Options (right to buy) — 23,967 contracts (Direct); Restricted Stock Units (RSU) — 27,517 contracts (Direct); Dividend Equivalent Units — 2,543 contracts (Direct); Class A Common Stock, $0.001 par value — 12,733 shares (Direct)
Holdings Before and After: Options (right to buy), 0 to 23,967 contracts (Direct); Restricted Stock Units (RSU), 21,967 to 27,517 contracts (Direct); Dividend Equivalent Units, 2,840.23 to 2,543 contracts (Direct)
Footnotes (8)
  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 23,967 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2023 Omnibus Equity Plan. 5,991 shares of Common Stock become exercisable on November 3, 2027, and 5,992 shares of Common Stock become exercisable on each of November 3, 2028, November 3, 2029, and November 3, 2030.
  6. F6. 11,521 RSUs were granted on November 3, 2026. 2,880 RSUs vest on each of November 3, 2027, November 3, 2028, and November 3, 2029, and 2,881 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. 3,835 RSUs were granted on November 3, 2023. 958 RSUs vested on November 3, 2024, and 959 RSUs vested on each of November 3, 2025, and November 3, 2026. 959 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. 20,049 RSUs were granted on November 3, 2025. 5,012 RSUs vested on November 3, 2026. 5,012 RSUs vest on each of November 3, 2027, and November 3, 2028, and 5,013 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.
Shares underlying options 23,967 shares Option award granted November 3, 2026
Exercise price $120.30 per share Options granted November 3, 2026
RSUs granted 11,521 RSUs Granted November 3, 2026; vesting through November 3, 2030, subject to continuous employment
RSUs vested 959 RSUs Vested November 3, 2026
RSUs vested 5,012 RSUs Vested November 3, 2026
Shares disposed for tax withholding 437 shares Disposition to the issuer reported November 3, 2026
Shares disposed for tax withholding 2,249 shares Disposition to the issuer reported November 3, 2026
Restricted Stock Units (RSU) financial
"11,521 RSUs were granted on November 3, 2026"
Dividend Equivalent Units financial
"Dividend Equivalent Units"
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
"issued to the Reporting Person under the Issuer's 2023 Omnibus Equity Plan"

FAQ

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

What equity awards did MSM CEO Martina McIsaac receive?

On November 3, 2026, President & CEO Martina McIsaac received options covering 23,967 shares with a $120.30 exercise price and 11,521 RSUs. The options become exercisable in installments from November 3, 2027 through November 3, 2030; the RSUs vest over those dates subject to continuous employment.

How do the new MSM RSUs vest?

The 11,521 RSUs vest in installments: 2,880 on each of November 3, 2027, November 3, 2028, and November 3, 2029, and 2,881 on November 3, 2030. McIsaac must remain continuously employed through each applicable vesting date.

How many MSM shares were disposed for tax withholding?

Two dispositions to the issuer covered tax withholding obligations arising from RSU and dividend-equivalent vesting: 437 shares and 2,249 shares, reported on November 3, 2026.

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*
McIsaac Martina

(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)
President & CEO
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 value11/03/2026M959A$0(1)10,110D
Class A Common Stock, $0.001 par value11/03/2026M114.393A$0(2)10,224D
Class A Common Stock, $0.001 par value11/03/2026F437.393(3)D$120.39,787D
Class A Common Stock, $0.001 par value11/03/2026M5,012A$0(1)14,799D
Class A Common Stock, $0.001 par value11/03/2026M182.837A$0(2)14,982D
Class A Common Stock, $0.001 par value11/03/2026F2,248.837(3)D$120.312,733D
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)$120.311/03/2026A23,967 (5)11/02/2036Class A Common Stock, $0.001 par value23,967$023,967D
Restricted Stock Units (RSU)(1)11/03/2026A11,521 (6) (6)Class A Common Stock, $0.001 par value11,521$011,521D
Restricted Stock Units (RSU)(1)11/03/2026M959 (7) (7)Class A Common Stock, $0.001 par value959$0959D
Dividend Equivalent Units(2)11/03/2026M114.393 (2) (2)Class A Common Stock, $0.001 par value114.393$01,363D
Restricted Stock Units (RSU)(1)11/03/2026M5,012 (8) (8)Class A Common Stock, $0.001 par value5,012$015,037D
Dividend Equivalent Units(2)11/03/2026M182.837 (2) (2)Class A Common Stock, $0.001 par value182.837$01,180D
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 23,967 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2023 Omnibus Equity Plan. 5,991 shares of Common Stock become exercisable on November 3, 2027, and 5,992 shares of Common Stock become exercisable on each of November 3, 2028, November 3, 2029, and November 3, 2030.
6. 11,521 RSUs were granted on November 3, 2026. 2,880 RSUs vest on each of November 3, 2027, November 3, 2028, and November 3, 2029, and 2,881 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. 3,835 RSUs were granted on November 3, 2023. 958 RSUs vested on November 3, 2024, and 959 RSUs vested on each of November 3, 2025, and November 3, 2026. 959 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. 20,049 RSUs were granted on November 3, 2025. 5,012 RSUs vested on November 3, 2026. 5,012 RSUs vest on each of November 3, 2027, and November 3, 2028, and 5,013 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.
Remarks:
/s/ Martina McIsaac11/05/2026
** 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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