11/05/2026 | Press release | Distributed by Public on 11/05/2026 13:18
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (right to buy)(4) | $120.3 | 11/03/2026 | A | 1,141 | (5) | 11/02/2036 | Class A Common Stock, $0.001 par value | 1,141 | $ 0 | 1,141 | D | ||||
| Restricted Stock Units (RSU) | (1) | 11/03/2026 | A | 548 | (6) | (6) | Class A Common Stock, $0.001 par value | 548 | $ 0 | 548 | D | ||||
| Restricted Stock Units (RSU) | (1) | 11/03/2026 | M | 89 | (7) | (7) | Class A Common Stock, $0.001 par value | 89 | $ 0 | 90 | D | ||||
| Dividend Equivalent Units | (2) | 11/03/2026 | M | 10.617 | (2) | (2) | Class A Common Stock, $0.001 par value | 10.617 | $ 0 | 78(8) | D | ||||
| Restricted Stock Units (RSU) | (1) | 11/03/2026 | M | 147 | (9) | (9) | Class A Common Stock, $0.001 par value | 147 | $ 0 | 442 | D | ||||
| Dividend Equivalent Units | (2) | 11/03/2026 | M | 5.363 | (2) | (2) | Class A Common Stock, $0.001 par value | 5.363 | $ 0 | 73 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rockett Julie Valsa C/O MSC INDUSTRIAL DIRECT CO., INC. 515 BROADHOLLOW ROAD MELVILLE, NY 11747 |
VP, Chief People Officer | |||
| /s/ Julie Rockett | 11/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each RSU represents a contingent right to receive one share of Common Stock. |
| (2) | The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock. |
| (3) | Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs. |
| (4) | Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock"). |
| (5) | An option to purchase 1,141 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2023 Omnibus Equity Plan. 285 shares of Common Stock become exercisable on each of November 3, 2027, November 3, 2028, and November 3, 2029, and 286 shares of Common Stock become exercisable on November 3, 2030. |
| (6) | 548 RSUs were granted on November 3, 2026. 137 RSUs vest on each of November 3, 2027, November 3, 2028, November 3, 2029, November 3, 2030, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting. |
| (7) | 357 RSUs were granted on November 3, 2023. 89 RSUs vested on each of November 3, 2024, November 3, 2025, and November 3, 2026. 90 RSUs vest on November 3, 2027, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting. |
| (8) | Includes 13.499 dividend equivalent units accrued on January 28, 2026, 11.780 dividend equivalent units accrued on April 22, 2026 and 9.025 dividend units accrued on July 22, 2026, with respect to outstanding awards of restricted stock units (RSUs). Such dividend equivalent units vest at the same time(s) as the underlying RSUs and represent a contingent right to receive one share of Common Stock. |
| (9) | 589 RSUs were granted on November 3, 2025. 147 RSUs vested on November 3, 2026. 147 RSUs vest on each of November 3, 2027, and November 3, 2028, and 148 RSUs vest on November 3, 2029, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting. |