MSM insider reports 2,358 RSU grant and tax withholding at $84.79

Rhea-AI Filing Summary

MSC Industrial (MSM) executive Kimberly Shacklett (SVP, Customer Experience) reported equity transactions. On November 3, 2025, she received a grant of 2,358 RSUs. On the same date, 511 RSUs and 40.824 dividend equivalent units were settled into Class A shares, and 157.824 shares were retained to satisfy tax withholding at $84.79 per share. Following these transactions, she directly beneficially owned 15,051 Class A shares.

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
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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^*

Shacklett Kimberly

(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)
	SVP, Customer Experience

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		M		511	A	$0(1)	15,168	D
Class A Common Stock, $0.001 par value	11/03/2025		M		40.824	A	$0(2)	15,209	D
Class A Common Stock, $0.001 par value	11/03/2025		F		157.824(3)	D	$84.79	15,051	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)	11/03/2025		A		2,358		(4)	(4)	Class A Common Stock, $0.001 par value	2,358	$0	2,358	D
Restricted Stock Units (RSU)	(1)	11/03/2025		M			511	(5)	(5)	Class A Common Stock, $0.001 par value	511	$0	1,023	D
Dividend Equivalent Units	(2)	11/03/2025		M			40.824	(2)	(2)	Class A Common Stock, $0.001 par value	40.824	$0	317(6)	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. 2,358 RSUs were granted on November 3, 2025. 589 RSUs vest on each of November 3, 2026 and November 3, 2027, and 590 RSUs vest on each of November 3, 2028 and November 3, 2029, 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. 2,045 RSUs were granted on November 3, 2023. 511 RSUs vested on each of November 3, 2024 and November 3, 2025. 511 RSUs vest on November 3, 2026 and 512 RSUs vest on November 3, 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.

6. Includes 51.717 dividend equivalent units accrued on November 27, 2024, 54.708 dividend equivalent units accrued on January 29, 2025, 59.017 dividend equivalent units accrued on April 23, 2025 and 51.921 dividend units accrued on July 23, 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/ Kimberly Shacklett	11/04/2025
	** 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 did MSM’s SVP report on Form 4?

She reported a grant of 2,358 RSUs, the settlement of 511 RSUs and 40.824 DEUs into shares, and tax withholding of 157.824 shares at $84.79.

What is Kimberly Shacklett’s current MSM share ownership?

She directly beneficially owned 15,051 Class A shares after the reported transactions.

When were the new RSUs granted and how do they vest?

Granted on November 3, 2025; vesting is 589 on Nov 3, 2026 and Nov 3, 2027, and 590 on Nov 3, 2028 and Nov 3, 2029, subject to continued employment.

What RSUs from prior awards vested in 2025?

From the Nov 3, 2023 grant of 2,045 RSUs, 511 vested on Nov 3, 2025 (after 511 vested on Nov 3, 2024); 511 vest on Nov 3, 2026 and 512 on Nov 3, 2027.

How were taxes handled on the vesting event?

The filing shows a disposition of 157.824 shares to the issuer at $84.79 per share to cover withholding.

What are DEUs and how many were involved?

Dividend equivalent units (DEUs) accrued on RSUs; 40.824 DEUs settled into shares on Nov 3, 2025. Remaining DEUs reported were 317.