GERSHWIND ERIK 4

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).