Form 4: MSC Industrial CEO Reports Equity Vesting and Tax Sales

MSC Industrial Direct CEO Erik Gershwind reported the vesting of restricted stock units and dividend equivalent units, alongside a disposition of shares to cover tax obligations.

Summary

• Erik Gershwind, Chief Executive Officer and Director of MSC Industrial Direct Co Inc (MSM), reported transactions on November 4, 2025.
• The transactions included the vesting of 4,920 Restricted Stock Units (RSUs) and 586.56 Dividend Equivalent Units (DEUs) from a grant made on November 4, 2022.
• Additionally, 5,511 RSUs and 230.975 DEUs vested from a grant made on November 4, 2024.
• To cover tax withholding obligations arising from these vestings, Mr. Gershwind disposed of a total of 5,743.535 shares of Class A Common Stock (2,811.56 shares and 2,931.975 shares) at a price of $86.42 per share.
• Following these reported transactions, Mr. Gershwind directly beneficially owns 1,567,189 shares of Class A Common Stock.
• Mr. Gershwind also indirectly holds 562,935 shares through various trusts, including Grantor Retained Annuity Trusts and other family trusts.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it reflects the successful vesting of executive compensation, indicating continued alignment of management interests with shareholders. The tax-related disposition is a routine, neutral event.

Positives

• The vesting of 10,431 RSUs and 817.535 DEUs demonstrates the successful achievement of equity compensation milestones for the CEO.
• The increase in the CEO's direct beneficial ownership through vesting aligns management's interests with those of shareholders.

Negatives

• A total of 5,743.535 shares were disposed of to cover tax withholding obligations, which is a reduction in direct beneficial ownership, though a standard practice for equity compensation.

Future Outlook

Remaining Restricted Stock Units (RSUs) from the November 4, 2022 grant (4,920 units) are scheduled to vest on November 4, 2026. Additional RSUs from the November 4, 2024 grant (5,111 units each) are scheduled to vest on November 4, 2026, November 4, 2027, and November 4, 2028, contingent upon continuous employment or service as a Director.

Industry Context

This Form 4 filing details routine insider transactions related to equity compensation, which is a common practice across industries for executive remuneration and retention. Such filings provide transparency into executive stock ownership and compensation structures.

Related Party Transactions

• Indirect beneficial ownership of shares held by Grantor Retained Annuity Trusts, trusts where the reporting person can exercise remove and replace powers over the trustee, and trusts where the reporting person is a co-trustee or trustee and beneficiary. The reporting person disclaims beneficial ownership except for pecuniary interest.

Stakeholder Impact

• Shareholders: The vesting and subsequent tax-related disposition are routine and reflect the ongoing compensation structure for the CEO, aligning his long-term interests with company performance.
• Employees: The filing highlights the company's equity compensation program for executives, which can be a benchmark for broader employee incentive plans.

Next Steps

• Future vesting of 4,920 RSUs from the November 4, 2022 grant on November 4, 2026.
• Future vesting of 5,111 RSUs from the November 4, 2024 grant on November 4, 2026, November 4, 2027, and November 4, 2028.

Key Dates

Keywords

MSC Industrial Direct, MSM, Erik Gershwind, Form 4, Insider Transaction, CEO, Director, Stock Vesting, Restricted Stock Units, RSU, Dividend Equivalent Units, DEU, Beneficial Ownership, Tax Withholding