MSC INDUSTRIAL DIRECT CO INC 8-K/A

What Happened

• MSC Industrial Direct Co., Inc. (with subsidiary Sid Tool Co., Inc.) filed an 8-K on Jan 5, 2026 reporting that CEO Erik Gershwind’s voluntary resignation became effective December 31, 2025.
• The company and its subsidiary entered into a Confidential Separation and Release Agreement with Mr. Gershwind dated December 31, 2025. As part of the agreement, Mr. Gershwind will be eligible for a Special Payment equal to one-third of the annual cash performance bonus he would have been paid for fiscal year 2026 under the company’s Bonus Plan, subject to plan terms and his continued compliance with confidentiality, non-solicitation and non-compete obligations.
• The Special Payment will be paid in a single lump sum on the earlier of (i) the date bonuses are paid under the Bonus Plan to employees after the close of fiscal year 2026, or (ii) December 31, 2026.

Key Details

• Resignation effective date: December 31, 2025. 8-K dated: January 5, 2026.
• Special Payment amount: one-third of the FY2026 annual cash performance bonus he would have received (no dollar amount disclosed).
• Conditions: general release of claims and continued compliance with confidentiality, non-solicitation and non-competition agreements.
• Payment timing: lump sum on bonus payout date for FY2026 or by December 31, 2026 at the latest.

Why It Matters

• For investors, this is an executive change disclosure (Item 5.02) with a limited, defined cash obligation rather than an ongoing salary commitment. The filing does not state a dollar amount for the payout, so the direct financial impact on 2026 results is unspecified but likely limited to the one-time bonus payment.
• The separation includes standard restrictive covenants (confidentiality, non-solicit, non-compete) and a release of claims, which may affect Mr. Gershwind’s post-employment activities. The company did not disclose a successor CEO or other management changes in this filing.