[Form 4] MSC Industrial Direct Co., Inc. Insider Trading Activity

Rhea-AI Filing Summary

MSC Industrial Direct (MSM) filed a Form 4 reporting that SVP, Sales & Customer Success Kimberly Shacklett exercised 2,130 stock options at an exercise price of $83.21 and immediately sold the same 2,130 shares on 07 Jul 2025 at $92.00 per share under a pre-arranged Rule 10b5-1 plan. Her direct ownership fell from 16,787 to 14,657 shares, while all options from the October 2018 grant are now fully exercised, leaving her with no remaining derivative securities.

The transaction generated roughly $196 K gross proceeds and a pre-tax spread of about $18.7 K. Because the sale represents only about 12.7% of her prior holdings and was executed through an automatic trading plan, the informational signal is considered largely neutral; however, any insider sale can create modest negative sentiment.

Positive

• Use of Rule 10b5-1 plan mitigates concerns about opportunistic trading
• Insider retains 14,657 shares, maintaining a meaningful equity stake

Negative

• Insider sold 2,130 shares, reducing ownership by ~13%
• No remaining unexercised options, slightly lessening future incentive alignment

Insights

Financial Analyst

TL;DR – 2,130-share option exercise & sale; minor stake reduction; neutral signal.

The filing shows a routine option exercise at $83.21 followed by an immediate market sale at $92, producing an 8.8% spread. The sale size is moderate, trimming direct ownership to 14,657 shares, so alignment with shareholders remains intact. Execution under a Rule 10b5-1 plan limits concerns about timing. No new purchases accompany the sale, and the insider now lacks unexercised options, marginally reducing future equity-based incentives. Overall, I classify the event as neutral for valuation and sentiment.

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).

X

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, Sales & Customer Success

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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	07/10/2025		M		2,130	A	$83.21	16,787	D
Class A Common Stock, $0.001 par value	07/10/2025		S		2,130	D	$92	14,657	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
Options (right to buy)(1)	$83.21	07/10/2025		M			2,130	(2)	10/16/2025	Class A Common Stock, $0.001 par value	2,130	$0	0	D

Explanation of Responses:

1. Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").

2. An option to purchase 4,259 shares of the Issuer's Common Stock was issued on October 17, 2018 to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 1,064 shares of Common Stock became exercisable on October 17, 2019, and 1,065 shares of Common Stock became exercisable on each of October 17, 2020, October 17, 2021 and October 17, 2022.

Remarks:

The transaction reported in this Form 4 was made pursuant to a 10b5-1 plan adopted by the Reporting Person on April 9, 2025.

	/s/ Kimberly Shacklett	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many MSM shares did SVP Kimberly Shacklett sell on 07/10/2025?

She sold 2,130 Class A common shares.

What price did the insider receive for the MSM shares?

The reported sale price was $92.00 per share.

Was the transaction executed under a Rule 10b5-1 trading plan?

Yes, the Form 4 states the sale was made pursuant to a 10b5-1 plan adopted on 04/09/2025.

How many MSM shares does the insider still own after the sale?

Following the transaction, Kimberly Shacklett directly owns 14,657 shares.

What was the exercise price of the options exercised?

The options were exercised at an $83.21 strike price.