MSM Director Files Form 5 Showing Tax-Loss-Harvesting Transactions

Rhea-AI Filing Summary

Michael C. Kaufmann, a director of MSC Industrial Direct Co., Inc. (MSM), filed Form 5 reporting annual changes in his beneficial ownership for the fiscal year ended 08/30/2025. The filing shows a series of automated, passive tax-loss-harvesting transactions that resulted in modest activity in Class A common stock across 2023–2025. Holdings moved from 14,006 shares after a 05/04/2023 acquisition to 13,983 shares after a 05/06/2025 purchase, with intermediate dispositions on 06/21/2024 and 07/22/2024. Transactions list prices per share for each trade and are identified as automated passive tax-loss-harvesting in the explanation. The Form 5 is signed by Mr. Kaufmann on 09/17/2025.

Positive

• Timely and detailed disclosure of transaction dates, prices, and holdings provides transparency for investors.
• Explanation provided that trades were executed via an automated passive tax-loss-harvesting account, clarifying the nature of activity.

Negative

• Minor net reduction in Class A common shares held (from 14,006 to 13,983), reflecting dispositions during the year.

Insights

Corporate Governance Expert

TL;DR: Director reports routine automated trades with minimal net change in holdings, indicating no visible governance red flags.

The filings show small, periodic changes driven by a passive tax-loss-harvesting account rather than active insider-driven strategy. The director remains a beneficial owner of approximately 13,983 Class A shares at year-end. Disclosure is timely and includes transaction dates and prices, which supports transparency. No related-party transfers, option exercises, or significant dilution events are disclosed.

Securities Analyst

TL;DR: Transactions are modest in size and automated; they are unlikely to affect market perception or valuation materially.

Reported trades include acquisitions and dispositions at prices ranging roughly from $75.42 to $89.59. The net change in reported beneficial ownership is small (about 23 shares net decrease from a 14,006 peak), implying limited economic impact. The explicit explanation that trades were via an automated tax-loss-harvesting account reduces the likelihood these represent strategic reallocations by management.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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:			3235-0362
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hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Kaufmann Michael C

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/30/2025

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock, $0.001 par value	05/04/2023		P(1)5	46	A	$89.59	14,006	D
Class A Common Stock, $0.001 par value	06/21/2024		S4(1)	18	D	$79.46	13,988	D
Class A Common Stock, $0.001 par value	07/22/2024		S4(1)	28	D	$83.83	13,960	D
Class A Common Stock, $0.001 par value	05/06/2025		P	23	A	$75.42	13,983	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. During the Issuer's prior fiscal years, the Reporting Person acquired and disposed of, as applicable, the number of shares and on the dates indicated above via automated transactions through a passive tax loss harvesting account.

Remarks:

	/s/ Michael Kaufmann	09/17/2025
	** 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.

FAQ

What changes in ownership did Michael C. Kaufmann report on Form 5 for MSM?

The filing reports automated purchases and dispositions in Class A common stock resulting in an ending beneficial ownership of 13,983 shares.

When were the reported transactions executed?

Transactions occurred on 05/04/2023, 06/21/2024, 07/22/2024, and 05/06/2025, as disclosed in the Form 5.

Why were the transactions made according to the filing?

The filing states the trades were executed via an automated passive tax-loss-harvesting account during prior fiscal years.

How large were the transactions by price per share?

Reported trade prices per share ranged from about $75.42 to $89.59 across the disclosed dates.

Who signed the Form 5 and when?

The Form 5 was signed by Michael Kaufmann on 09/17/2025.