Director Rudina Seseri receives RSU grant and share conversions at MSC Industrial (NYSE: MSM)

Rhea-AI Filing Summary

MSC Industrial Direct director Rudina Seseri reported equity award activity involving Class A common stock and restricted stock units. On January 23, 2026, she received a grant of 1,603 restricted stock units, each representing a contingent right to one share of common stock, which will vest on January 23, 2027 if she continues to serve as an outside director.

On January 24, 2026, 695 previously granted restricted stock units and 50 dividend equivalent units were converted into the same number of Class A common shares at a price of $0 per share. Following these transactions, she directly held 7,890 shares of Class A common stock and 25 dividend equivalent units, along with 1,603 unvested restricted stock units.

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^*

Seseri Rudina

(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)
01/23/2026

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	01/24/2026		M		695	A	$0(1)	7,840	D
Class A Common Stock, $0.001 par value	01/24/2026		M		50	A	$0(2)	7,890	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)	01/23/2026		A		1,603		(3)	(3)	Class A Common Stock, $0.001 par value	1,603	$0	1,603	D
Restricted Stock Units (RSU)	(1)	01/24/2026		M			695	(4)	(4)	Class A Common Stock, $0.001 par value	695	$0	0	D
Dividend Equivalent Units	(2)	01/24/2026		M			50	(2)	(2)	Class A Common Stock, $0.001 par value	50	$0	25	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. 1,603 RSUs were granted on January 23, 2026, and vest on January 23, 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. 1,390 RSUs were granted on January 24, 2024. 695 RSUs vested on each of January 24, 2025 and January 24, 2026.

Remarks:

	/s/ Rudina Seseri	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).
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 insider activity did MSC Industrial Direct (MSM) disclose for Rudina Seseri?

The filing shows that director Rudina Seseri received a grant of 1,603 restricted stock units (RSUs) on January 23, 2026, and that 695 RSUs and 50 dividend equivalent units vested and were converted into the same number of Class A common shares on January 24, 2026 at $0 per share.

How many MSC Industrial (MSM) restricted stock units did Rudina Seseri receive and when do they vest?

Rudina Seseri was granted 1,603 RSUs on January 23, 2026. According to the filing, these RSUs vest on January 23, 2027, provided she continues to serve as an outside director through that vesting date.

How many MSC Industrial Direct (MSM) shares does Rudina Seseri own after the reported transactions?

After the January 24, 2026 conversions, Rudina Seseri directly owned 7,890 shares of MSC Industrial Direct Class A common stock. She also held 25 dividend equivalent units and 1,603 unvested RSUs, each representing a contingent right to one share.

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

The filing explains that dividend equivalent units accrue on outstanding restricted stock units (RSUs) 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.

Were any MSC Industrial Direct (MSM) shares sold in this Form 4?

No sale transactions are reported. The January 24, 2026 entries use transaction code "M", indicating conversion of RSUs and dividend equivalent units into Class A common stock at a price of $0 per share, rather than open-market sales.

What prior RSU grant for MSC Industrial (MSM) is referenced in the footnotes?

The footnotes state that 1,390 RSUs were granted on January 24, 2024, with 695 RSUs vesting on each of January 24, 2025 and January 24, 2026. The 695 RSUs vesting on January 24, 2026 are among those converted into Class A shares in this filing.