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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.
MSC Industrial Direct (MSM) reported insider equity activity by its VP & Interim CFO. On November 5, 2025, 221 restricted stock units (RSUs) vested and were settled into Class A common stock at $0, and 35.619 dividend equivalent units (DEUs) also converted into shares at $0.
To cover tax withholding from the vesting, 92.619 shares were withheld and disposed at $86.68. Following these transactions, the reporting person directly owned 612 shares of Class A common stock. In the derivative holdings, 0 RSUs and 87 DEUs remained beneficially owned after the settlement. The filing notes the original grant of 882 RSUs on November 5, 2021, with tranches vesting annually and the final 221 RSUs vesting on November 5, 2025.
MSC Industrial (MSM) insider activity: the company’s SVP, General Counsel & Corporate Secretary reported routine equity award vesting and related tax withholding. On 11/05/2025, 147 restricted stock units (RSUs) and 23.692 dividend equivalent units (DEUs) converted into Class A common shares. To cover taxes, 49.692 shares were withheld at $86.68.
Following these transactions, the officer directly holds 4,380 Class A shares. The RSUs were part of a 588‑unit grant from November 5, 2021, vesting in four equal annual installments.
MSC Industrial (MSM) CEO Erik Gershwind reported routine equity vesting and tax withholding. On 11/05/2025, 4,782 shares vested from RSUs and 770.717 shares vested from dividend equivalent units, both recorded as code M at $0. To cover taxes, 2,834.717 shares were withheld and delivered to the issuer at $86.68 (code F). Following these transactions, he directly beneficially owned 1,569,907 Class A shares. He also reports indirect holdings through various trusts.
MSC Industrial Direct (MSM): Form 4 insider activity
On 11/05/2025, the company’s VP, Chief People Officer reported routine equity award settlements. 103 RSUs and 16.601 dividend equivalent units were converted into Class A common stock (transaction code M, price $0). To satisfy tax withholding tied to vesting, 34.601 shares were withheld and delivered to the issuer at $86.68 per share (code F). Following these transactions, the reporting person directly owns 1,450 shares.
Footnotes indicate these RSUs were part of a previously granted award with tranches vesting annually.