MSC Industrial (NYSE: MSM) VP reports RSU vesting and share withholding

Rhea-AI Filing Summary

MSC Industrial Direct’s VP and Chief People Officer reported routine equity award activity involving Class A Common Stock on 12/17/2025. Restricted stock units (RSUs) and related dividend equivalent units (DEUs) converted into shares, and some shares were withheld to cover taxes.

The filing shows 20 RSUs and 0.834 dividend equivalent units converting into Class A shares at an exercise price of $0, with 6.843 shares delivered back to the company to satisfy tax withholding at $86.1 per share. After these transactions, the officer directly held 1,464 shares of Class A Common Stock.

The RSU grant originally totaled 61 units on 12/17/2024: 20 vested on 12/17/2025, 20 are scheduled to vest on 12/17/2026, and 21 on 12/17/2027, if the officer remains continuously employed. Vested shares are to be delivered upon each vesting date, while dividend equivalent units vest on the same schedule and each represent a right to receive one share.

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^*

Rockett Julie Valsa

(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)
	VP, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		M		20	A	$0(1)	1,470	D
Class A Common Stock, $0.001 par value	12/17/2025		M		0.834	A	$0(2)	1,471	D
Class A Common Stock, $0.001 par value	12/17/2025		F		6.843(3)	D	$86.1	1,464	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)	12/17/2025		M			20	(4)	(4)	Class A Common Stock, $0.001 par value	20	$0	41	D
Dividend Equivalent Units	(2)	12/17/2025		M			0.834	(2)	(2)	Class A Common Stock, $0.001 par value	0.834	$0	54(5)	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. 61 RSUs were granted on December 17, 2024. 20 RSUs vested on December 17, 2025. 20 RSUs vest on December 17, 2026, and 21 RSUs vest on December 17, 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.

5. Includes 12.696 dividend equivalent units accrued on November 26, 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/ Julie Rockett	12/18/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did MSC Industrial (MSM) report on 12/17/2025?

The report shows an officer’s restricted stock units and dividend equivalent units converting into Class A Common Stock on 12/17/2025, with some shares withheld to cover tax obligations.

Who is the reporting person in this MSC Industrial (MSM) filing and what is their role?

The reporting person is identified as an officer of MSC Industrial Direct Co., Inc., serving as VP, Chief People Officer.

How many RSUs vested for the MSC Industrial officer and what is the remaining vesting schedule?

The officer received a grant of 61 RSUs on 12/17/2024. Of these, 20 RSUs vested on 12/17/2025, another 20 are scheduled to vest on 12/17/2026, and 21 on 12/17/2027, provided continuous employment through each vesting date.

What are dividend equivalent units in this MSC Industrial (MSM) insider report?

Dividend equivalent units accrue on outstanding RSUs and vest at the same time as the underlying RSUs. In this report, 0.834 dividend equivalent units converted into Class A Common Stock, and the total holdings include 12.696 such units accrued on 11/26/2025, each representing a right to one share.

How many MSC Industrial shares does the officer own after these transactions?

Following the RSU vesting, dividend unit conversion, and tax withholding, the officer directly owns 1,464 shares of MSC Industrial’s Class A Common Stock.