Form 4: MSC Industrial CFO Vests Shares, Covers Taxes

MSC Industrial Direct Co. Inc.'s VP & Interim CFO, Gregory Haefele Clark, reported the vesting of restricted stock units and dividend equivalent units, along with the disposition of shares to cover tax obligations.

Summary

• Gregory Haefele Clark, VP & Interim CFO of MSC Industrial Direct Co. Inc. (MSM), reported transactions on November 4, 2025, related to the vesting of equity awards.
• Mr. Clark acquired a total of 495.787 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) and Dividend Equivalent Units (DEUs, which accrue with RSUs).
• Specifically, 227 RSUs and 27.063 DEUs vested from a grant made on November 4, 2022.
• Additionally, 232 RSUs and 9.724 DEUs vested from a grant made on November 4, 2024.
• To cover tax withholding obligations arising from these vestings, Mr. Clark disposed of a total of 179.787 shares of Class A Common Stock to the Issuer at a price of $86.42 per share.
• Following these transactions, Mr. Clark beneficially owns 294 shares and 448 shares of Class A Common Stock directly from the two sets of transactions, respectively, totaling 742 shares directly.
• He also holds 227 and 699 unvested RSUs, and 132 and 123 unvested DEUs, which represent contingent rights to receive additional shares.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation vesting and associated tax-related share dispositions. This is a standard event for executives and does not indicate significant positive or negative operational news, but rather a continuation of compensation structure and executive's equity stake.

Positives

• The vesting of Restricted Stock Units (RSUs) and Dividend Equivalent Units (DEUs) represents a realization of executive compensation, indicating continued employment and alignment of interests with shareholders.
• The acquisition of 495.787 shares of Class A Common Stock through vesting increases the executive's direct equity stake in the company, net of tax withholdings.

Negatives

• A total of 179.787 shares of Class A Common Stock were disposed of to cover tax withholding obligations, which reduces the immediate net increase in the executive's direct beneficial ownership.

Risks

• Future vesting of remaining RSUs and DEUs is contingent upon the Reporting Person's continuous employment by the Issuer through each applicable vesting date, posing a risk of forfeiture if employment ceases.

Future Outlook

Future vesting events are scheduled for November 4, 2026, November 4, 2027, and November 4, 2028, contingent upon the Reporting Person's continuous employment with the Issuer.

Industry Context

This filing is a routine disclosure of insider transactions related to executive compensation and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: The filing indicates a routine increase in an executive's direct equity ownership, net of tax, which can align management and shareholder interests. The disposition for tax purposes is a standard practice and not indicative of a lack of confidence.
• Employees: The vesting of equity awards reinforces the company's compensation structure for executives, potentially influencing morale and retention for other employees with similar compensation plans.

Next Steps

• Continued employment of Gregory Haefele Clark to ensure future vesting of remaining Restricted Stock Units (RSUs) and Dividend Equivalent Units (DEUs) on their scheduled dates.

Key Dates

Keywords

MSC Industrial Direct, MSM, Form 4, Insider Transaction, Stock Vesting, Restricted Stock Units, RSU, Dividend Equivalent Units, DEU, Executive Compensation, Gregory Haefele Clark, CFO