MSC Industrial (NYSE: MSM) director adds 823 shares as RSUs vest

Rhea-AI Filing Summary

MSC Industrial Direct board member Michael C. Kaufmann reported the vesting of equity awards and related share issuance. On January 22, 2026, 799 restricted stock units (RSUs) vested and were settled for 799 shares of Class A common stock, and 24 dividend equivalent units were settled for 24 additional shares, all at a stated price of $0 per share. These units each represented a right to receive one share of common stock upon vesting.

The RSUs were part of a 1,598-unit grant made on January 22, 2025, with 799 RSUs vesting on January 22, 2026 and the remaining 799 scheduled to vest on January 22, 2027 if Kaufmann continues to serve as an outside director. After these transactions, he directly holds 14,806 shares of Class A common stock, 799 RSUs and 75 dividend equivalent units, which will vest in line with the underlying RSUs.

Insider Trade Summary

823 shares exercised/converted

Mixed 4 txns

Insider Kaufmann Michael C

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	799	$0.00	--
Exercise	Dividend Equivalent Units	24	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	799	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	24	$0.00	--

Holdings After Transaction: Restricted Stock Units (RSU) — 799 shares (Direct); Dividend Equivalent Units — 75 shares (Direct); Class A Common Stock, $0.001 par value — 14,782 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. 1,598 RSUs were granted on January 22, 2025. 799 RSUs vested on January 22, 2026. 799 RSUs vest on January 22, 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. Includes 7.470 dividend equivalent units accrued on January 29, 2025, 25.876 dividend equivalent units accrued on April 23, 2025, 22.766 dividend equivalent units accrued on July 23, 2025, and 23.073 dividend equivalent units accrued on November 26, 2025 with respect to the 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.

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^*

Kaufmann Michael C

(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)
01/22/2026

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	01/22/2026		M		799	A	$0(1)	14,782	D
Class A Common Stock, $0.001 par value	01/22/2026		M		24	A	$0(2)	14,806	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)	01/22/2026		M			799	(3)	(3)	Class A Common Stock, $0.001 par value	799	$0	799	D
Dividend Equivalent Units	(2)	01/22/2026		M			24	(2)	(2)	Class A Common Stock, $0.001 par value	24	$0	75(4)	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. 1,598 RSUs were granted on January 22, 2025. 799 RSUs vested on January 22, 2026. 799 RSUs vest on January 22, 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. Includes 7.470 dividend equivalent units accrued on January 29, 2025, 25.876 dividend equivalent units accrued on April 23, 2025, 22.766 dividend equivalent units accrued on July 23, 2025, and 23.073 dividend equivalent units accrued on November 26, 2025 with respect to the 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/ Michael Kaufmann	01/23/2026
	** 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.
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FAQ

What did MSC Industrial (MSM) director Michael Kaufmann report in this Form 4?

Michael C. Kaufmann reported the vesting of 799 RSUs and 24 dividend equivalent units on January 22, 2026, which were settled into shares of MSC Industrial Direct Class A common stock at a stated price of $0 per share.

How many MSC Industrial (MSM) shares does Michael Kaufmann own after the reported transactions?

Following the reported transactions on January 22, 2026, Michael C. Kaufmann directly owns 14,806 shares of MSC Industrial Direct Class A common stock.

What are the terms of Michael Kaufmanns RSU grant at MSC Industrial (MSM)?

A grant of 1,598 RSUs was made on January 22, 2025. 799 RSUs vested on January 22, 2026, and the remaining 799 RSUs are scheduled to vest on January 22, 2027, provided he continues to serve as an outside director. Each RSU represents a right to receive one share of common stock upon vesting.

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

The dividend equivalent units are amounts accrued on outstanding RSU awards that mirror dividends on MSC Industrial Direct common stock. Each dividend equivalent unit represents a contingent right to receive one share of common stock and vests at the same time as the related RSUs.

Did Michael Kaufmann sell any MSC Industrial (MSM) shares in this filing?

No. The Form 4 reflects equity awards vesting (transaction code M) and the delivery of 823 shares of Class A common stock (799 from RSUs and 24 from dividend equivalent units) at a stated price of $0 per share, rather than an open-market sale.

What derivative holdings does Michael Kaufmann still have after these MSC Industrial (MSM) transactions?

After the transactions, Kaufmann holds 799 RSUs and 75 dividend equivalent units, all directly. These units each represent a contingent right to receive one share of Class A common stock, vesting in line with the underlying RSU schedule.