MSM Form 4: Officer vests 147 RSUs; 49.692 withheld at $86.68

MSC Industrial (MSM) insider activity: the company’s SVP, General Counsel & Corporate Secretary reported routine equity award vesting and related tax withholding.

Accepted by SEC EDGAR 11/07/2025 - 11:25 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

MSC Industrial (MSM) insider activity: the company’s SVP, General Counsel & Corporate Secretary reported routine equity award vesting and related tax withholding. On 11/05/2025, 147 restricted stock units (RSUs) and 23.692 dividend equivalent units (DEUs) converted into Class A common shares. To cover taxes, 49.692 shares were withheld at $86.68.

Following these transactions, the officer directly holds 4,380 Class A shares. The RSUs were part of a 588‑unit grant from November 5, 2021, vesting in four equal annual installments.

Insider Trade Summary

170.692 shares exercised/converted

Exercise 5 txns

Insider Dongre Neal

Role SVP, Gen Counsel & Corp Sec

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	147	$0.00	$0.00
Exercise	Dividend Equivalent Units	23.692	$0.00	$0.00
Exercise	Class A Common Stock, $0.001 par value	147	$0.00	$0.00
Exercise	Class A Common Stock, $0.001 par value	23.692	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock, $0.001 par value	49.692	$86.68	$4K

Holdings After Transaction: Restricted Stock Units (RSU) — 0 contracts (Direct); Dividend Equivalent Units — 205 contracts (Direct); Class A Common Stock, $0.001 par value — 4,380 shares (Direct)

Holdings Before and After: Restricted Stock Units (RSU), 147 to 0 contracts (Direct); Dividend Equivalent Units, 228.692 to 205 contracts (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. 588 RSUs were granted on November 5, 2021. 147 RSUs vested on each of November 5, 2022, November 5, 2023, November 5, 2024 and November 5, 2025.

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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^*

Dongre Neal

(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, Gen Counsel & Corp Sec

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		147	A	$0(1)	4,406	D
Class A Common Stock, $0.001 par value	11/05/2025		M		23.692	A	$0(2)	4,430	D
Class A Common Stock, $0.001 par value	11/05/2025		F		49.692(3)	D	$86.68	4,380	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			147	(4)	(4)	Class A Common Stock, $0.001 par value	147	$0	0	D
Dividend Equivalent Units	(2)	11/05/2025		M			23.692	(2)	(2)	Class A Common Stock, $0.001 par value	23.692	$0	205	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. 588 RSUs were granted on November 5, 2021. 147 RSUs vested on each of November 5, 2022, November 5, 2023, November 5, 2024 and November 5, 2025.

Remarks:

	/s/ Neal Dongre	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.
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.