MSM Form 4: Interim CFO vests 221 RSUs; withholds 92.619 shares

MSC Industrial Direct (MSM) reported insider equity activity by its VP & Interim CFO.

Rhea-AI Filing Summary

MSC Industrial Direct (MSM) reported insider equity activity by its VP & Interim CFO. On November 5, 2025, 221 restricted stock units (RSUs) vested and were settled into Class A common stock at $0, and 35.619 dividend equivalent units (DEUs) also converted into shares at $0.

To cover tax withholding from the vesting, 92.619 shares were withheld and disposed at $86.68. Following these transactions, the reporting person directly owned 612 shares of Class A common stock. In the derivative holdings, 0 RSUs and 87 DEUs remained beneficially owned after the settlement. The filing notes the original grant of 882 RSUs on November 5, 2021, with tranches vesting annually and the final 221 RSUs vesting on November 5, 2025.

Insider Trade Summary

256.619 shares exercised/converted

Exercise 5 txns

Insider Clark Gregory Haefele

Role VP & Interim CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	221	$0.00	$0.00
Exercise	Dividend Equivalent Units	35.619	$0.00	$0.00
Exercise	Class A Common Stock, $0.001 par value	221	$0.00	$0.00
Exercise	Class A Common Stock, $0.001 par value	35.619	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock, $0.001 par value	92.619	$86.68	$8K

Holdings After Transaction: Restricted Stock Units (RSU) — 0 contracts (Direct); Dividend Equivalent Units — 87 contracts (Direct); Class A Common Stock, $0.001 par value — 612 shares (Direct)

Footnotes (4)

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. 882 RSUs were granted on November 5, 2021. 220 RSUs vested on each of November 5, 2022 and November 5, 2023, and 221 RSUs vested on each of November 5, 2024 and November 5, 2025.

FAQ

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

What did MSM's VP & Interim CFO report on Form 4?

Vesting and settlement of 221 RSUs and 35.619 DEUs on November 5, 2025, plus tax withholding of 92.619 shares at $86.68.

How many MSM shares does the officer own after the transactions?

The officer directly owned 612 shares of Class A common stock after the reported transactions.

What derivative awards remain after settlement?

Post-transaction, 0 RSUs and 87 DEUs remained beneficially owned.

What was the source and schedule of the RSUs that vested?

An award of 882 RSUs granted on November 5, 2021 vested in four tranches: 220, 220, 221, and 221 on November 5 of 2022–2025.

Were sale proceeds received by the officer?

The filing describes a disposition of 92.619 shares to cover tax withholding at $86.68; it reflects shares withheld for taxes.

What is a dividend equivalent unit (DEU)?

A DEU accrues on outstanding RSUs and vests with them; each DEU represents a contingent right to receive one share of common stock.

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

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Accepted by SEC EDGAR 11/07/2025 - 05:02 PM Learn about SEC filing dates

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^*

Clark Gregory Haefele

(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 & Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

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	11/05/2025		M		221	A	$0(1)	669	D
Class A Common Stock, $0.001 par value	11/05/2025		M		35.619	A	$0(2)	705	D
Class A Common Stock, $0.001 par value	11/05/2025		F		92.619(3)	D	$86.68	612	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)	11/05/2025		M			221	(4)	(4)	Class A Common Stock, $0.001 par value	221	$0	0	D
Dividend Equivalent Units	(2)	11/05/2025		M			35.619	(2)	(2)	Class A Common Stock, $0.001 par value	35.619	$0	87	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. 882 RSUs were granted on November 5, 2021. 220 RSUs vested on each of November 5, 2022 and November 5, 2023, and 221 RSUs vested on each of November 5, 2024 and November 5, 2025.

Remarks:

	/s/ Gregory Haefele Clark	11/07/2025
	** 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.
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