Msc Industrial SEC Filings

Rahquel Purcell, a director of MSC Industrial Direct, reported the vesting and conversion of 799 restricted stock units and 24 dividend equivalent units into Class A common stock on January 22, 2026, all at a price of $0 per unit.

After these transactions, Purcell directly holds 3,167 Class A common shares, along with 799 restricted stock units and 75 dividend equivalent units, each representing a contingent right to receive one share of common stock as they vest under previously granted awards.

MSC Industrial Direct Co., Inc. insider trusts transfer shares. Trusts associated with director and 10% owner Mitchell Jacobson transferred 2,913 shares of Class A Common Stock on January 21, 2026, coded "G" to indicate a gift or similar transfer at a reported price of $0 per share. After this transaction, entities associated with him held 2,893,587 Class A shares indirectly and 2,328,192 Class A shares directly. The filing notes that Jacobson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest, and explains that a substantial portion of the holdings are in various trusts over which he has certain powers or voting/dispositive authority.

MSC Industrial Direct board member Michael C. Kaufmann reported the vesting of equity awards and related share issuance. On January 22, 2026, 799 restricted stock units (RSUs) vested and were settled for 799 shares of Class A common stock, and 24 dividend equivalent units were settled for 24 additional shares, all at a stated price of $0 per share. These units each represented a right to receive one share of common stock upon vesting.

The RSUs were part of a 1,598-unit grant made on January 22, 2025, with 799 RSUs vesting on January 22, 2026 and the remaining 799 scheduled to vest on January 22, 2027 if Kaufmann continues to serve as an outside director. After these transactions, he directly holds 14,806 shares of Class A common stock, 799 RSUs and 75 dividend equivalent units, which will vest in line with the underlying RSUs.

MSC Industrial Direct Co., Inc. director Rudina Seseri reported the vesting of equity awards that converted into Class A common stock. On January 22, 2026, 799 restricted stock units (RSUs) vested and were settled into 799 shares of Class A common stock at a price of $0 per share, reflecting that this was a stock-based compensation event rather than an open-market purchase. On the same date, 24 dividend equivalent units tied to prior RSU awards also converted into 24 shares of Class A common stock at $0 per share.

Following these transactions, Seseri directly beneficially owned 7,145 shares of Class A common stock. Footnotes explain that each RSU and each dividend equivalent unit represents a contingent right to receive one share of common stock, and that 1,598 RSUs were originally granted on January 22, 2025, with 799 vesting on January 22, 2026 and the remaining 799 scheduled to vest on January 22, 2027 if she continues serving as an outside director.

MSC Industrial Direct Co., Inc. reported results of its 2026 Annual Meeting of Shareholders and an update to its associate stock purchase plan. Shareholders approved Amendment No. 1 to the Amended and Restated Associate Stock Purchase Plan, adding 300,000 shares of Class A common stock for purchase under the plan and extending its term by five years, through October 31, 2035.

All director nominees were elected with strong support, generally between about 98% and 100% of votes cast. Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026 with 98.01% of votes cast in favor, and approved on an advisory basis the compensation of named executive officers with 98.62% support. The stock purchase plan amendment received 99.87% of votes cast in favor.

MSC Industrial Direct Co., Inc. reported higher sales and profits for the quarter ended November 29, 2025. Net sales rose to $965.7 million, up 4.0% from a year earlier, driven mainly by pricing actions, while gross margin held steady at 40.7%. Income from operations increased to $76.2 million with operating margin of 7.9%.

Net income attributable to MSC Industrial grew to $51.8 million, or $0.93 per diluted share, compared with $46.6 million, or $0.83, a year ago. The company generated $29.4 million of operating cash flow versus $101.9 million in the prior-year quarter as working capital needs increased, particularly inventories and receivables.

MSC increased net borrowings to $531.0 million of total debt and ended the quarter with $40.3 million in cash. It paid $48.6 million in regular dividends, repurchased $13.0 million of Class A shares, and acquired the remaining interest in Wm. F. Hurst Co., LLC for $8.2 million. Restructuring and other costs rose to $4.9 million as the company executed sales optimization and workforce realignment initiatives.

MSC Industrial Direct Co., Inc. reported that it issued a press release on January 7, 2026 announcing financial results for its fiscal 2026 first quarter, which ended on November 29, 2025. The press release is provided as Exhibit 99.1 to this report and contains the detailed numbers and discussion of results and financial condition.

The company notes that the information about these results, including the press release, is being furnished rather than filed under securities laws, meaning it is not automatically subject to certain liability provisions or incorporated into other securities filings unless specifically referenced.

MSC Industrial Direct Co., Inc. reported leadership and board changes tied to its CEO transition. Effective January 1, 2026, Martina McIsaac’s previously announced appointment as President and Chief Executive Officer became effective, and the Board elected her as a director on the same date, increasing the Board size from nine to ten members. The company states there is no arrangement or understanding with any other person related to her appointment and no related-party transactions requiring disclosure. Also effective January 1, 2026, former Chief Executive Officer Erik Gershwind, already a director, was appointed Non-Executive Vice Chair of the Board, formalizing his ongoing governance role.

MSC Industrial Direct Co., Inc. filed an amended report to add details about the separation arrangements for former Chief Executive Officer Erik Gershwind. His previously announced voluntary resignation became effective on December 31, 2025. The company and its subsidiary Sid Tool Co., Inc. entered into a Confidential Separation and Release Agreement with him on that date.

Under this agreement, and in exchange for a general release of claims and continued compliance with existing confidentiality, non-solicitation and non-competition obligations, Mr. Gershwind will be eligible to receive a special payment equal to one-third of the annual cash performance bonus he would have earned for fiscal year 2026 had he remained employed. This amount will follow the company’s annual bonus plan rules and will be paid in a single lump sum on the earlier of the date bonuses are paid for fiscal 2026 or December 31, 2026.