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MSC Industrial Direct Co., Inc. filings document material events for a North American distributor of metalworking, maintenance, repair and operations products and services. Recent Form 8-K disclosures include quarterly results furnished under Item 2.02, Regulation FD dividend announcements, and governance events involving director elections, officer departures, board committee service, and executive compensation arrangements.
The filing record also covers annual meeting voting results, amendments to the Amended and Restated Associate Stock Purchase Plan, and matters tied to the company's Class A common stock. These disclosures record MSC Industrial's operating-performance releases, capital-return actions, shareholder approvals, board structure, and public-company governance practices.
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.
MSC Industrial Direct Co., Inc. reported that its Board of Directors has declared a cash dividend of $0.87 per share on the company’s common stock. This means shareholders of the Class A common stock are scheduled to receive a cash payment of $0.87 for each share they own, as detailed in a press release dated December 18, 2025. The announcement is provided as a Regulation FD disclosure and is furnished rather than filed under the Exchange Act.
MSC Industrial Direct’s VP and Chief People Officer reported routine equity award activity involving Class A Common Stock on 12/17/2025. Restricted stock units (RSUs) and related dividend equivalent units (DEUs) converted into shares, and some shares were withheld to cover taxes.
The filing shows 20 RSUs and 0.834 dividend equivalent units converting into Class A shares at an exercise price of $0, with 6.843 shares delivered back to the company to satisfy tax withholding at $86.1 per share. After these transactions, the officer directly held 1,464 shares of Class A Common Stock.
The RSU grant originally totaled 61 units on 12/17/2024: 20 vested on 12/17/2025, 20 are scheduled to vest on 12/17/2026, and 21 on 12/17/2027, if the officer remains continuously employed. Vested shares are to be delivered upon each vesting date, while dividend equivalent units vest on the same schedule and each represent a right to receive one share.
MSC Industrial Direct amended its receivables purchase facility, which finances customer receivables, through a new joinder and amendment to its Receivables Purchase Agreement. The changes extend the facility’s Scheduled Termination Date to December 8, 2028, add a new purchaser, and increase the maximum aggregate commitment by $50 million to a total of $350 million. The amendment also removes the credit spread adjustment from the interest rate on amounts outstanding and updates the definition of the company’s consolidated net leverage ratio to align with its revolving credit agreement. Wells Fargo continues as administrative agent, with Bank of America, Regions Bank, and PNC Bank participating as purchasers and also serving as lenders under the company’s revolving credit agreement.
MSC Industrial Direct Co., Inc. (MSM) is calling a fully virtual 2026 Annual Meeting of Shareholders on January 21, 2026 at 9:00 a.m. Eastern. Shareholders of record on November 24, 2025 can vote online, by phone, by mail or during the live webcast.
Investors are being asked to elect ten directors, ratify Ernst & Young LLP as independent auditor for fiscal 2026, approve on an advisory basis named executive officer compensation, and approve Amendment No. 1 to the Associate Stock Purchase Plan. The amendment would increase shares available for sale under the plan by 300,000 Class A shares to an aggregate of 2,150,000 shares and extend the plan through October 31, 2035, leaving about 410,986 shares available after the change.
The company highlights a planned leadership transition, with Erik Gershwind retiring as CEO on December 31, 2025 and Martina McIsaac becoming CEO and joining the Board on January 1, 2026. Seven of ten director nominees are independent, and the Board maintains separate Chair and CEO roles, an independent Lead Director, stock ownership guidelines and active oversight of risk, ESG and cybersecurity.
MSC Industrial Direct Co., Inc. (MSM) director and 10% owner Mitchell Jacobson reported buying 22,870 shares of Class A common stock on 11/18/2025 at a weighted average price of $84.9601 per share. After this transaction, he beneficially owned 2,328,192 shares directly. He also is reported as having indirect beneficial ownership of additional Class A shares through various trusts, with explanatory footnotes noting that he disclaims beneficial ownership except to the extent of his economic interest and describing the roles of grantor and other trusts.
MSC Industrial Direct (MSM) director transaction reported on Form 4. A director acquired 6,666 shares of Class A common stock of MSC Industrial Direct Co., Inc. on 11/13/2025 at a price of $90.14 per share, coded as a purchase. Following this transaction, the director beneficially owns 9,537 shares held directly. The shares were acquired in a substitution transaction involving a trust established by the reporting person for the benefit of his adult children.
MSC Industrial Direct (MSM): Ownership update — American Century Investment Management, Inc., American Century Companies, Inc., and the Stowers Institute for Medical Research filed an amended Schedule 13G reporting beneficial ownership of 2,688,133 shares of Class A common stock, representing 4.8% of the class as of the event date 09/30/2025.
The group reports sole voting power over 2,586,182 shares and sole dispositive power over 2,688,133 shares, with no shared voting or dispositive power. The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.