MSM Form 4: RSU/DEU vesting, $86.42 tax withholdings disclosed

Rhea-AI Filing Summary

MSC Industrial Direct (MSM) insider filing: The company’s SVP, Customer Experience reported multiple Form 4 transactions on 11/04/2025 tied to RSU and dividend equivalent unit (DEU) vesting. Class A shares were issued upon conversion of awards, including 416 and 620 RSUs, and 49.595 and 25.985 DEUs at $0 per share.

To cover withholding taxes from these vestings, 133.595 and 184.985 shares were withheld/disposed at $86.42. Following the transactions, the reporting person directly owned 15,844 Class A shares. Remaining derivative holdings reported include 417 RSUs and 1,863 RSUs, plus 267 and 241 DEUs, with future vesting per the award schedules.

Insider Trade Summary

1,111.58 shares exercised/converted

Mixed 10 txns

Insider Shacklett Kimberly

Role SVP, Customer Experience

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	416	$0.00	--
Exercise	Dividend Equivalent Units	49.595	$0.00	--
Exercise	Restricted Stock Units (RSU)	620	$0.00	--
Exercise	Dividend Equivalent Units	25.985	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	416	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	49.595	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	133.595	$86.42	$12K
Exercise	Class A Common Stock, $0.001 par value	620	$0.00	--
Exercise	Class A Common Stock, $0.001 par value	25.985	$0.00	--
Tax Withholding	Class A Common Stock, $0.001 par value	184.985	$86.42	$16K

Holdings After Transaction: Restricted Stock Units (RSU) — 417 shares (Direct); Dividend Equivalent Units — 267 shares (Direct); Class A Common Stock, $0.001 par value — 15,467 shares (Direct)

Footnotes (1)

1. Each RSU represents a contingent right to receive one share of Common Stock. 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. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs. 1,665 RSUs were granted on November 4, 2022. 416 RSUs vested on each of November 4, 2023, November 4, 2024 and November 4, 2025. 417 RSUs vest on November 4, 2026, 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. 2,483 RSUs were granted on November 4, 2024. 620 RSUs vested on November 4, 2025. 621 RSUs vest on each of November 4, 2026, November 4, 2027 and November 4, 2028, 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
11/04/2025

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	11/04/2025		M		416	A	$0(1)	15,467	D
Class A Common Stock, $0.001 par value	11/04/2025		M		49.595	A	$0(2)	15,517	D
Class A Common Stock, $0.001 par value	11/04/2025		F		133.595(3)	D	$86.42	15,383	D
Class A Common Stock, $0.001 par value	11/04/2025		M		620	A	$0(1)	16,003	D
Class A Common Stock, $0.001 par value	11/04/2025		M		25.985	A	$0(2)	16,029	D
Class A Common Stock, $0.001 par value	11/04/2025		F		184.985(3)	D	$86.42	15,844	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)	11/04/2025		M			416	(4)	(4)	Class A Common Stock, $0.001 par value	416	$0	417	D
Dividend Equivalent Units	(2)	11/04/2025		M			49.595	(2)	(2)	Class A Common Stock, $0.001 par value	49.595	$0	267	D
Restricted Stock Units (RSU)	(1)	11/04/2025		M			620	(5)	(5)	Class A Common Stock, $0.001 par value	620	$0	1,863	D
Dividend Equivalent Units	(2)	11/04/2025		M			25.985	(2)	(2)	Class A Common Stock, $0.001 par value	25.985	$0	241	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. 1,665 RSUs were granted on November 4, 2022. 416 RSUs vested on each of November 4, 2023, November 4, 2024 and November 4, 2025. 417 RSUs vest on November 4, 2026, 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. 2,483 RSUs were granted on November 4, 2024. 620 RSUs vested on November 4, 2025. 621 RSUs vest on each of November 4, 2026, November 4, 2027 and November 4, 2028, 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.

Remarks:

	/s/ Kimberly Shacklett	11/06/2025
	** 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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