MSC Industrial Direct (MSM) Insider Transfer: 44k Shares Moved via Trust

Rhea-AI Filing Summary

Form 4 filing – MSC Industrial Direct Co., Inc. (MSM)

• Chief Executive Officer and Director Erik Gershwind reported two bona-fide gift transactions (transaction code “G”) dated 07/11/2025, each involving 22,273 shares of Class A Common Stock at a price of $0.
• The first line records a disposition (D) of 22,273 shares to Grantor Retained Annuity Trusts noted in footnotes (2) (3). After this transfer those trusts hold 44,513 shares.
• The second line shows an acquisition (A) of 22,273 shares by other trusts over which the filer can exercise remove/replace powers (footnotes (2) (4)), bringing those trusts to 354,963 shares.
• Post-transaction ownership: 1,559,286 shares held directly and 562,938 shares held indirectly across various trusts (footnotes 1–6). No derivative securities were reported.
• No open-market purchases or sales occurred; the filing records internal trust transfers only, leaving the executive’s overall economic exposure largely unchanged.

Insights

Securities Analyst

TL;DR: Trust-to-trust gifts; no sale; overall ownership steady—minimal market impact.

The Form 4 details two non-cash "G" transactions that merely shift 22,273 shares between entities associated with CEO Erik Gershwind. Because the transfers are gifts, no market price or proceeds are involved, and total direct plus indirect holdings remain significant at roughly 1.56 million direct and 0.56 million indirect shares. With no reduction in aggregate beneficial ownership or indication of future sales, the disclosure is informational rather than market-moving. I classify the impact as neutral.

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

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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^*

GERSHWIND ERIK

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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								1,559,286(1)	D
Class A Common Stock, $0.001 par value	07/11/2025		G		22,273	D	$0	44,513(1)	I	See footnotes(2)(3)
Class A Common Stock, $0.001 par value	07/11/2025		G		22,273	A	$0	354,963	I	See footnotes(2)(4)
Class A Common Stock, $0.001 par value								61,027	I	See footnotes(2)(5)
Class A Common Stock, $0.001 par value								102,435	I	See footnotes(2)(6)

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

Explanation of Responses:

1. Includes transfers of an aggregate 22,351 shares of Class A Common Stock to the Reporting Person from Grantor Retained Annuity Trusts, of which the Reporting Person was the sole annuitant and trustee.

2. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

3. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.

4. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers.

5. Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.

6. Represents shares held by a trust of which the Reporting Person is a trustee.

Remarks:

	/s/ Erik Gershwind	07/14/2025
	** 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.
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 transactions did MSM CEO Erik Gershwind report on 07/11/2025?

Two bona-fide gifts (“G” code) of 22,273 Class A shares each, transferred at $0 between related trusts.

How many MSM shares does Gershwind now own directly?

He holds 1,559,286 Class A shares in direct ownership after the reported transactions.

What is Gershwind’s total indirect ownership after the filing?

Indirectly, he controls 562,938 shares through several trusts cited in footnotes (2)-(6).

Were any open-market sales or purchases reported in this Form 4?

No. All reported movements were internal gifts; no shares were bought or sold on the open market.

What does transaction code “G” signify in Form 4 filings?

Code “G” denotes a bona-fide gift, meaning shares were transferred without consideration.

When was the Form 4 for MSM insider activity signed and filed?

The document was signed by Erik Gershwind on 07/14/2025.