MSM: CEO RSUs (4,920 & 5,511) vest; taxes via $86.42 withholding

Rhea-AI Filing Summary

MSC Industrial Direct (MSM) CEO and Director Erik Gershwind reported equity award activity on 11/04/2025. Restricted stock units converted to Class A Common Stock included 4,920 RSUs and 5,511 RSUs (both at $0, per plan). Dividend equivalent units also converted, totaling 586.56 shares and 230.975 shares.

To cover tax withholding from the vesting, the issuer withheld and disposed of 2,811.56 shares and 2,931.975 shares at $86.42 per share (Code F). Following the transactions, Gershwind reported 1,567,189 shares held directly. He also reported indirect holdings of 44,513, 354,963, 61,027, and 102,435 shares through various trusts as described in the footnotes.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; neutral impact.

The filing reflects standard equity compensation mechanics: RSUs and dividend equivalent units vested and were settled into Class A shares at $0 exercise price, consistent with plan terms. The issuer withheld shares to satisfy tax obligations at $86.42 per share.

Post-transaction direct ownership is stated as 1,567,189 shares, with additional indirect holdings via trusts noted in the footnotes. This is administrative and does not signal a discretionary open‑market sale.

Future vesting schedules are outlined for grants from November 2022 and November 2024; any changes would appear in subsequent filings.

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

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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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		4,920	A	$0(1)	1,566,604	D
Class A Common Stock, $0.001 par value	11/04/2025		M		586.56	A	$0(2)	1,567,191	D
Class A Common Stock, $0.001 par value	11/04/2025		F		2,811.56(3)	D	$86.42	1,564,379	D
Class A Common Stock, $0.001 par value	11/04/2025		M		5,511	A	$0(1)	1,569,890	D
Class A Common Stock, $0.001 par value	11/04/2025		M		230.975	A	$0(2)	1,570,121	D
Class A Common Stock, $0.001 par value	11/04/2025		F		2,931.975(3)	D	$86.42	1,567,189	D
Class A Common Stock, $0.001 par value								44,513	I	See footnotes(4)(5)
Class A Common Stock, $0.001 par value								354,963	I	See footnotes(4)(6)
Class A Common Stock, $0.001 par value								61,027	I	See footnotes(4)(7)
Class A Common Stock, $0.001 par value								102,435	I	See footnotes(4)(8)

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			4,920	(9)	(9)	Class A Common Stock, $0.001 par value	4,920	$0	4,920	D
Dividend Equivalent Units	(2)	11/04/2025		M			586.56	(2)	(2)	Class A Common Stock, $0.001 par value	586.56	$0	3,006	D
Restricted Stock Units (RSU)	(1)	11/04/2025		M			5,511	(10)	(10)	Class A Common Stock, $0.001 par value	5,511	$0	16,533	D
Dividend Equivalent Units	(2)	11/04/2025		M			230.975	(2)	(2)	Class A Common Stock, $0.001 par value	230.975	$0	2,775	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. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

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

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

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

8. Represents shares held by a Trust of which the Reporting Person is a trustee.

9. 19,680 RSUs were granted on November 4, 2022. 4,920 RSUs vested on each of November 4, 2023, November 4, 2024 and November 4, 2025. 4,920 RSUs vest on November 4, 2026, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

10. 22,044 RSUs were granted on November 4, 2024. 5,511 RSUs vested on November 4, 2025. 5,111 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 or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.

Remarks:

	/s/ Erik Gershwind	11/05/2025
	** 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).
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FAQ

What did MSM’s CEO report on Form 4?

He reported RSU and dividend equivalent unit conversions to Class A shares on 11/04/2025, plus share withholding to cover taxes.

How many RSUs vested for MSM’s CEO on the reported date?

4,920 RSUs and 5,511 RSUs vested and converted to shares at $0.

Were any shares sold on the market by MSM’s CEO?

The filing shows issuer share withholding (Code F) of 2,811.56 and 2,931.975 shares at $86.42 to cover taxes; not an open‑market sale.

What is the CEO’s direct ownership after the transactions?

Directly held shares are 1,567,189 following the reported transactions.

What indirect holdings are reported for MSM’s CEO?

Indirect holdings include 44,513, 354,963, 61,027, and 102,435 shares through trusts, as described in footnotes.

What price was used for tax withholding in the Form 4?

The issuer withheld shares at $86.42 per share to satisfy tax obligations.