GERSHWIND ERIK 4
4 · MSC INDUSTRIAL DIRECT CO INC · Filed Jan 27, 2026
Research Summary
AI-generated summary of this filing
MSM Director Erik Gershwind Receives 1,603 RSUs
What Happened
- Erik Gershwind, a director of MSC Industrial Direct Co. (MSM), was granted 1,603 restricted stock units (RSUs) on January 23, 2026 (code A). The RSUs were awarded at $0 and vest on January 23, 2027, provided he remains a non‑executive director; vested shares will be delivered upon vesting (Footnote F16).
- The Form 4 also shows a series of trust-related transfers and a gift recorded January 27, 2026 (multiple entries coded J and one coded G) involving 69,452 shares (price $0). These were intra‑trust distributions, transfers, and a gift (per footnotes) rather than open‑market sales or purchases. Several entries reflect acquisitions and dispositions among trusts and related parties; no cash proceeds were reported.
Key Details
- Transaction dates/prices: RSU grant on 2026-01-23 (1,603 RSUs at $0). Multiple trust transfers and one gift on 2026-01-27 (69,452 shares at $0).
- Shares owned after transaction: the filer reports zero beneficial ownership of the common stock following these transactions (see Footnote F14 and F9 disclaimers).
- Notable footnotes: F16 (1,603 RSUs; vest 1/23/2027 if he remains a non‑executive director); F14 (ceased to be trustee of a trust; ownership in Column 8 reported as zero); F7/F1–F13/F2–F6 describe various trust distributions/transfers and spouse/trust relationships; F9 disclaims beneficial ownership except to extent of pecuniary interest.
- Filing: Form filed 2026-01-27 reporting transactions dated 2026-01-23 and 2026-01-27. The form does not indicate a late filing status on its face.
Context
- The 1,603 RSU grant is a typical director award and vests one year later contingent on continued board service — a deferred, non‑cash compensation item (derivative right to receive shares).
- The large 69,452‑share entries reflect trust movements and a gift rather than open‑market selling or buying; such transfers generally do not convey the same market signal as a director purchasing stock.
- The filer also notes he ceased to be an officer of the issuer effective December 31, 2025 (Remark).
Insider Transaction Report
Form 4
GERSHWIND ERIK
Director
Transactions
- Other
Class A Common Stock, $0.001 par value
[F1][F9][F13]2026-01-27+12,647→ 73,764 total(indirect: See footnotes) - Other
Class A Common Stock, $0.001 par value
[F2][F9][F13]2026-01-27−69,452→ 4,222 total(indirect: See footnotes) - Other
Class A Common Stock, $0.001 par value
[F3][F9][F13]2026-01-27+12,020→ 12,020 total(indirect: See footnotes) - Other
Class A Common Stock, $0.001 par value
[F4][F9][F11]2026-01-27−69,452→ 285,511 total(indirect: See footnotes) - Other
Class A Common Stock, $0.001 par value
[F5][F9][F12]2026-01-27+69,452→ 69,452 total(indirect: See footnotes) - Other
Class A Common Stock, $0.001 par value
[F6][F9][F12]2026-01-27−69,452→ 0 total(indirect: See footnotes) - Gift
Class A Common Stock, $0.001 par value
[F7]2026-01-27+69,452→ 1,639,359 total - Other
Class A Common Stock, $0.001 par value
[F8][F9][F14]2026-01-27−69,452→ 0 total(indirect: See footnotes) - Award
Restricted Stock Units (RSU)
[F15][F16]2026-01-23+1,603→ 1,603 total→ Class A Common Stock, $0.001 par value (1,603 underlying)
Holdings
- 44,513(indirect: See footnotes)
Class A Common Stock, $0.001 par value
[F9][F10]
Footnotes (16)
- [F1]Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust.
- [F10]Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
- [F11]Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers.
- [F12]Represents shares held by a trust of which the Reporting Person?s spouse is trustee.
- [F13]Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.
- [F14]Represents shares held by a Trust of which the Reporting Person is a trustee. Following completion of the transactions reported herein, the Reporting Person ceased to be the trustee of such trust. As a result, the amount shown in Column 8 of Table 1 is reported as zero.
- [F15]Each RSU represents a contingent right to receive one share of Common Stock.
- [F16]1,603 RSUs were granted on January 23, 2026, and vest on January 23, 2027, provided that the Reporting Person continues to serve as a Non-executive Director through the applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
- [F2]Disposition of indirect beneficial ownership as a result of distribution by a trust.
- [F3]Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust.
- [F4]Disposition of indirect beneficial ownership as a result of distribution by a trust.
- [F5]Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust by to a trust of which the Reporting Person?s spouse is trustee.
- [F6]Disposition of indirect beneficial ownership as a result of distribution by a trust of which the Reporting Person?s spouse is trustee.
- [F7]Acquisition of direct beneficial ownership by the Reporting Person as a result of a gift from the Reporting Person?s spouse.
- [F8]Disposition of indirect beneficial ownership as a result of distribution by a trust, of which the Reporting Person is a trustee.
- [F9]The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest in such securities.
Signature
/s/ Erik Gershwind|2026-01-27