[Form 4] MSC INDUSTRIAL DIRECT CO INC Insider Trading Activity

Rhea-AI Filing Summary

MSC Industrial (MSM) disclosed insider equity activity by its VP & Interim CFO. On 11/04/2025, restricted stock units (RSUs) and related dividend equivalent units (DEUs) were converted into Class A common stock at $0 per share pursuant to vesting. This included 227 shares from a 2022 RSU grant and 232 shares from a 2024 RSU grant, plus DEUs of 27.063 and 9.724 shares. To cover tax withholding from these vestings, the reporting person disposed of 92.063 and 87.724 shares at $86.42.

The filing notes remaining scheduled vesting from prior grants, conditioned on continued employment, with shares delivered upon vesting.

Insider Trade Summary

495.787 shares exercised/converted

Mixed 10 txns

Insider Clark Gregory Haefele

Role VP & Interim CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	227	$0.00	--
Exercise	Dividend Equivalent Units	27.063	$0.00	--
Exercise	Restricted Stock Units (RSU)	232	$0.00	--
Exercise	Dividend Equivalent Units	9.724	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	227	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	27.063	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	92.063	$86.42	$8K
Exercise	Class A Common Stock, $0.001 par value	232	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	9.724	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	87.724	$86.42	$8K

Holdings After Transaction: Restricted Stock Units (RSU) — 227 shares (Direct); Dividend Equivalent Units — 132 shares (Direct); Class A Common Stock, $0.001 par value — 359 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. 908 RSUs were granted on November 4, 2022. 227 RSUs vested on each of November 4, 2023, November 4, 2024 and November 4, 2025. 227 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. 931 RSUs were granted on November 4, 2024. 232 RSUs vested on November 4, 2025. 233 RSUs vest on each of November 4, 2026, 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^*

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)
11/04/2025

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		227	A	$0(1)	359	D
Class A Common Stock, $0.001 par value	11/04/2025		M		27.063	A	$0(2)	386	D
Class A Common Stock, $0.001 par value	11/04/2025		F		92.063(3)	D	$86.42	294	D
Class A Common Stock, $0.001 par value	11/04/2025		M		232	A	$0(1)	526	D
Class A Common Stock, $0.001 par value	11/04/2025		M		9.724	A	$0(2)	536	D
Class A Common Stock, $0.001 par value	11/04/2025		F		87.724(3)	D	$86.42	448	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			227	(4)	(4)	Class A Common Stock, $0.001 par value	227	$0	227	D
Dividend Equivalent Units	(2)	11/04/2025		M			27.063	(2)	(2)	Class A Common Stock, $0.001 par value	27.063	$0	132	D
Restricted Stock Units (RSU)	(1)	11/04/2025		M			232	(5)	(5)	Class A Common Stock, $0.001 par value	232	$0	699	D
Dividend Equivalent Units	(2)	11/04/2025		M			9.724	(2)	(2)	Class A Common Stock, $0.001 par value	9.724	$0	123	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. 908 RSUs were granted on November 4, 2022. 227 RSUs vested on each of November 4, 2023, November 4, 2024 and November 4, 2025. 227 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. 931 RSUs were granted on November 4, 2024. 232 RSUs vested on November 4, 2025. 233 RSUs vest on each of November 4, 2026, 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/ Gregory Haefele Clark	11/06/2025
	** Signature of Reporting Person	Date
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