MSC Industrial (NYSE: MSM) director shifts trust shares and receives 1,603 RSUs

Rhea-AI Filing Summary

MSC Industrial Direct director Erik Gershwind reported several internal transfers of Class A common stock linked to family and estate-planning trusts on 01/27/2026, all at a reported price of $0. These include acquisitions and dispositions of indirect holdings through various trusts and a gift from his spouse. The filing notes that he disclaims beneficial ownership of many of these shares except for his pecuniary interest and that some shares are held in Grantor Retained Annuity Trusts and other trustee arrangements. Separately, on 01/23/2026 he received a grant of 1,603 restricted stock units, which vest on 01/23/2027 if he continues to serve as a non-executive director. The remarks also state he ceased to be an officer of the company effective December 31, 2025.

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^*

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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	01/27/2026		J(1)		12,647	A	$0(1)	73,764	I	See footnotes(9)(13)
Class A Common Stock, $0.001 par value	01/27/2026		J(2)		69,452	D	$0(2)	4,222	I	See footnotes(9)(13)
Class A Common Stock, $0.001 par value	01/27/2026		J(3)		12,020	A	$0(3)	12,020	I	See footnotes(9)(13)
Class A Common Stock, $0.001 par value	01/27/2026		J(4)		69,452	D	$0(4)	285,511	I	See footnotes(9)(11)
Class A Common Stock, $0.001 par value	01/27/2026		J(5)		69,452	A	$0(5)	69,452	I	See footnotes(9)(12)
Class A Common Stock, $0.001 par value	01/27/2026		J(6)		69,452	D	$0(6)	0	I	See footnotes(9)(12)
Class A Common Stock, $0.001 par value	01/27/2026		G(7)		69,452	A	$0(7)	1,639,359	D
Class A Common Stock, $0.001 par value	01/27/2026		J(8)		69,452	D	$0(8)	0	I	See footnotes(9)(14)
Class A Common Stock, $0.001 par value								44,513	I	See footnotes(9)(10)

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)	(15)	01/23/2026		A		1,603		(16)	(16)	Class A Common Stock, $0.001 par value	1,603	$0	1,603	D

Explanation of Responses:

1. Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust.

2. Disposition of indirect beneficial ownership as a result of distribution by a trust.

3. Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust.

4. Disposition of indirect beneficial ownership as a result of distribution by a trust.

5. Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust by to a trust of which the Reporting Person?s spouse is trustee.

6. Disposition of indirect beneficial ownership as a result of distribution by a trust of which the Reporting Person?s spouse is trustee.

7. Acquisition of direct beneficial ownership by the Reporting Person as a result of a gift from the Reporting Person?s spouse.

8. Disposition of indirect beneficial ownership as a result of distribution by a trust, of which the Reporting Person is a trustee.

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

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

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

12. Represents shares held by a trust of which the Reporting Person?s spouse is trustee.

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

14. Represents shares held by a Trust of which the Reporting Person is a trustee. Following completion of the transactions reported herein, the Reporting Person ceased to be the trustee of such trust. As a result, the amount shown in Column 8 of Table 1 is reported as zero.

15. Each RSU represents a contingent right to receive one share of Common Stock.

16. 1,603 RSUs were granted on January 23, 2026, and vest on January 23, 2027, provided that the Reporting Person continues to serve as a Non-executive Director through the applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

Remarks:

The Reporting Person has ceased to be an officer of the Issuer, effective December 31, 2025.

	/s/ Erik Gershwind	01/27/2026
	** 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 insider transactions did Erik Gershwind report at MSC Industrial (MSM)?

Erik Gershwind reported multiple internal transfers of Class A common stock on January 27, 2026, all at a stated price of $0, involving acquisitions and dispositions through various trusts and a gift from his spouse, primarily changing how his indirect holdings are structured.

How many restricted stock units did Erik Gershwind receive from MSC Industrial (MSM)?

He received 1,603 restricted stock units (RSUs) on January 23, 2026. Each RSU represents the right to one share of Class A common stock, vesting on January 23, 2027, if he continues serving as a non-executive director through that vesting date.

Were Erik Gershwind’s MSC Industrial (MSM) transactions open-market buys or sells?

The reported transactions use codes J and G and all show a price of $0. Footnotes describe them as trust distributions, acquisitions or dispositions of indirect beneficial ownership, and a gift from his spouse, rather than open-market purchases or sales.

How are MSC Industrial (MSM) shares held for Erik Gershwind after these transactions?

Many shares are held indirectly through Grantor Retained Annuity Trusts and other trusts where he is annuitant, trustee, co-trustee, or related through his spouse. The filing states he disclaims beneficial ownership except to the extent of his pecuniary interest in these securities.

What change in corporate role did Erik Gershwind disclose at MSC Industrial (MSM)?

The remarks state that Erik Gershwind ceased to be an officer of MSC Industrial effective December 31, 2025. He continues to serve as a non-executive director, which is tied to the vesting condition for his 1,603 restricted stock units.

When will Erik Gershwind’s MSC Industrial (MSM) RSUs vest and be delivered?

The 1,603 RSUs granted on January 23, 2026 will vest on January 23, 2027, provided he remains a non-executive director through that date. The vested shares will then be delivered to him upon vesting, according to the filing.