UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

______________________________

(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2025
For the quarterly period ended November 29, 2025
OR
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 1-14130

__________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

__________________


New York (State or other jurisdiction of incorporation or organization)			11-3289165 (I.R.S. Employer Identification No.)

515 Broadhollow Road, Suite 1000, Melville, New York (Address of principal executive offices)			11747 (Zip Code)

(516) 812-2000

(Registrant’s telephone number, including area code)

__________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

MSM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated

filer o

Non-accelerated filer o

Smaller reporting

company o

Emerging growth

company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~June~~December 1719, 2025, 55,~~675~~803,~~778~~307 shares of Class A Common Stock of the registrant were outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Discussions containing such forward‑looking statements may be found in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of Part I and Item 1, “Legal Proceedings” and Item 1A, “Risk Factors” of Part II of this Report, as well as within this Report generally. The words “will,” “may,” “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends” and similar expressions are intended to identify forward‑looking statements. In addition, statements which refer to expectations, projections or other characterizations of future events or circumstances, statements involving a discussion of strategy, plans or intentions, statements about management’s assumptions, projections or predictions of future events or market outlook and any other statement other than a statement of present or historical fact are forward‑looking statements. WeMSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC,” “MSC Industrial,” the “Company,” “we,” “us” or “our”) expressly ~~disclaim~~disclaims any obligation to publicly disclose any revisions to these forward‑looking statements to reflect events or circumstances occurring subsequent to filing this Report with the United States Securities and Exchange Commission (the “SEC”), except to the extent required by applicable law. These forward‑looking statements are subject to risks and uncertainties, including, without limitation, those discussed in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of Part I and Item 1, “Legal Proceedings” and Item 1A, “Risk Factors” of Part II of this Report, as well as in Item 1A, “Risk Factors” of Part I and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of Part II of our Annual Report on Form 10-K for the fiscal year ended August 3130, ~~2024~~2025. In addition, new risks may emerge from time to time and it is not possible for management to predict such risks or to assess the impact of such risks on our business or financial results. Accordingly, future results may differ materially from historical results or from those discussed or implied by these forward‑looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward‑looking statements. These risks and uncertainties include, but are not limited to, the following:

•general economic conditions in the markets in which we operate;

•changing customer and product mixes;

•volatility in commodity, energy and labor prices and the impact of prolonged periods of low, high or rapid inflation;

•competition, including the adoption by competitors of aggressive pricing strategies or sales methods;

•industry consolidation and other changes in the industrial distribution sector;

•the applicability of laws and regulations relating to our status as a supplier to the U.S. government and public sector and the impact of any lapse in funding for the federal government;

•the credit risk of our customers;

•our ability to accurately forecast customer demand;

•interruptions in our ability to make deliveries to customers;

•supply chain disruptions;

•our ability to attract and retain sales and customer service personnel;

•the risk of loss of key suppliers or contractors or key brands;

•changes to trade policies or trade relationships, including tariff policies;

•risks associated with opening or expanding our customer fulfillment centers (“CFCs”);

•our ability to estimate the cost of healthcare claims incurred under our self-insurance plan;

•interruption of operations at our headquarters or CFCs;

•products liability due to the nature of the products that we sell;

•impairments of goodwill and other indefinite-lived intangible assets;

•the impact of climate change;

•operating and financial restrictions imposed by the terms of our material debt instruments;

•our ability to access additional liquidity;

•the significant influence that our principal shareholders will continue to have over our decisions;

•our ability to execute on our E-commerce strategies and to maintain our digital platforms;

•costs associated with maintaining our information technology (“IT”) systems and complying with data privacy laws;

•disruptions or breaches of our IT systems or violations of data privacy laws, including such disruptions or breaches in connection with our E-commerce channels;

•risks related to online payment methods and other online transactions;

•our ability to remediate a material weakness in our internal control over financial reporting and to maintain effective internal control over financial reporting and our disclosure controls and procedures in the future;

•the retention of key management personnel;

•litigation risk due to the nature of our business;

•failure to comply with environmental, health, and safety laws and regulations; and

•our ability to comply with, and the costs associated with, social and environmental responsibility policies.

MSC INDUSTRIAL DIRECT CO., INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~MAY~~NOVEMBER 3129, 2025

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of May 31, 2025 and August 31, 2024	1
	Condensed Consolidated Balance Sheets as of November 29, 2025 and August 30, 2025	1
	Condensed Consolidated Statements of Income for the Thirteen and Thirty-Nine Weeks Ended May 31, 2025 and June 1, 2024	2
	Condensed Consolidated Statements of Income for the Thirteen Weeks Ended November 29, 2025 and November 30, 2024	2
	Condensed Consolidated Statements of Comprehensive Income for the Thirteen and Thirty-Nine Weeks Ended May 31, 2025 and June 1, 2024	3
	Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks Ended November 29, 2025 and November 30, 2024	3
	Condensed Consolidated Statements of Shareholders’ Equity for the Thirteen and Thirty-Nine Weeks Ended May 31, 2025 and June 1, 2024	4
	Condensed Consolidated Statements of Shareholders’ Equity for the Thirteen Weeks Ended November 29, 2025 and November 30, 2024	4
	Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended May 31, 2025 and June 1, 2024	5
	Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended November 29, 2025 and November 30, 2024	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2825
Item 4.	Controls and Procedures	2925
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3026
Item 1A.	Risk Factors	3026
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3026
Item 5.	Other Information	3027
Item 6.	Exhibits	3228
SIGNATURES		3329

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MSC INDUSTRIAL DIRECT CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	May 31,2025		August 31,2024
	November 29,2025		August 30,2025
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	7140,~~692~~254	$	2956,~~588~~228
Accounts receivable, net of allowance for credit losses of $22,292 and $22,368, respectively	410,553		412,122
Accounts receivable, net of allowance for credit losses of $20,761 and $22,365, respectively	430,733		423,306
Inventories	~~649~~660,~~363~~483		~~643~~644,~~904~~090
Prepaid expenses and other current assets	~~105~~128,~~155~~052		102,~~475~~930
Total current assets	1,~~236~~259,~~763~~522		1,~~188~~226,~~089~~554
Property, plant and equipment, net	~~343~~346,~~996~~776		~~360~~346,~~255~~706
Goodwill	723,~~457~~348		723,~~894~~702
Identifiable intangibles, net	8981,~~443~~518		~~101~~85,~~147~~455
Operating lease assets	5448,~~312~~509		5852,~~649~~464
Other assets	27,~~623~~393		3027,~~279~~183
Total assets	$	2,~~475~~487,~~594~~066	$	2,462,~~313~~064
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of debt including obligations under finance leases	$	~~236~~316,~~060~~872	$	~~229~~316,~~911~~868
Current portion of operating lease liabilities	2221,~~691~~667		2122,~~941~~236
Accounts payable	~~212~~220,~~968~~113		~~205~~225,~~933~~150
Accrued expenses and other current liabilities	~~172~~167,~~546~~649		~~147~~165,~~642~~092
Total current liabilities	~~644~~726,~~265~~301		~~605~~729,~~427~~346
Long-term debt including obligations under finance leases	~~284~~214,~~973~~095		~~278~~168,~~853~~831
Noncurrent operating lease liabilities	3227,~~242~~393		3730,~~468~~872
Deferred income taxes and tax uncertainties	~~138~~136,~~549~~450		~~139~~136,~~283~~513
Total liabilities	1,~~100~~104,~~029~~239		1,~~061~~065,~~031~~562
Commitments and Contingencies
Shareholders’ Equity:
MSC Industrial Shareholders’ Equity:
Preferred Stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding	—		—
Class A Common Stock (one vote per share); $0.001 par value; 100,000,000 shares authorized; 56,984,048 and 57,178,642 shares issued, respectively	57		57
Class A Common Stock; $0.001 par value; 100,000,000 shares authorized; 57,127,200 and 57,086,377 shares issued, respectively	57		57
Additional paid-in capital	1,~~083~~097,~~175~~059		1,~~070~~093,~~269~~630
Retained earnings	~~423~~426,~~532~~719		~~456~~432,~~850~~622
Accumulated other comprehensive loss	(21,~~669~~746)		(2120,~~144~~736)
Class A treasury stock, at cost, 1,308,215 and 1,276,263 shares, respectively	(118,006)		(114,235)
Class A treasury stock, at cost, 1,335,485 and 1,296,625 shares, respectively	(120,918)		(117,363)
Total MSC Industrial shareholders’ equity	1,~~367~~381,~~089~~171		1,~~391~~388,~~797~~210
Noncontrolling interest	81,~~476~~656		98,~~485~~292
Total shareholders’ equity	1,~~375~~382,~~565~~827		1,~~401~~396,~~282~~502
Total liabilities and shareholders’ equity	$	2,~~475~~487,~~594~~066	$	2,462,~~313~~064

See accompanying Notes to Condensed Consolidated Financial Statements.

MSC INDUSTRIAL DIRECT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

May 31,2025

June 1,2024

May 31,2025

June 1,2024

November 29,2025

November 30,2024

Net sales

~~971~~965,~~145~~684

~~979~~928,~~350~~484

~~2,791,346~~

~~2,868,667~~

Cost of goods sold

573,~~406~~007

~~578~~550,~~903~~297

~~1,650,190~~

~~1,686,492~~

Gross profit

~~397~~392,~~739~~677

~~400~~378,~~447~~187

~~1,141,156~~

~~1,182,175~~

Operating expenses

~~312~~311,~~324~~568

~~288~~303,~~991~~563

~~917,465~~

~~870,859~~

Restructuring and other costs

24,~~680~~870

42,~~690~~344

~~6,430~~

~~11,787~~

Income from operations

8276,~~735~~239

~~106~~72,~~766~~280

~~217,261~~

~~299,529~~

Other income (expense):

Interest expense

(65,~~031~~416)

(6,~~884~~075)

~~(18,332)~~

~~(19,155)~~

Interest income

~~368~~275

~~134~~341

~~942~~

~~302~~

Other expense, net

(13,~~958~~584)

(45,~~680~~944)

~~(12,442)~~

~~(14,067)~~

Total other expense

(78,~~621~~725)

(11,~~430~~678)

~~(29,832)~~

~~(32,920)~~

Income before provision for income taxes

7567,~~114~~514

9560,~~336~~602

~~187,429~~

~~266,609~~

Provision for income taxes

1816,~~253~~406

2414,~~024~~908

~~45,727~~

~~64,604~~

Net income

5651,~~861~~108

7145,~~312~~694

~~141,702~~

~~202,005~~

Less: Net income (loss) attributable to noncontrolling interest

(393)

(1,080)

(897)

Less: Net loss attributable to noncontrolling interest

(696)

(929)

Net income attributable to MSC Industrial

5651,~~845~~804

7146,~~705~~623

~~142,782~~

~~202,902~~

Per share data attributable to MSC Industrial:

Net income per common share:

Basic

10.0293

10.2883

~~2.56~~

~~3.60~~

Diluted

10.0293

10.2783

~~2.55~~

~~3.59~~

Weighted-average shares used in computing net income per common share:

Basic

55,~~694~~804

5655,~~214~~897

~~55,795~~

~~56,323~~

Diluted

55,~~765~~975

56,~~351~~068

~~55,895~~

~~56,514~~

See accompanying Notes to Condensed Consolidated Financial Statements.

MSC INDUSTRIAL DIRECT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

May 31,2025

June 1,2024

May 31,2025

June 1,2024

November 29,2025

November 30,2024

Net income, as reported

5651,~~861~~108

7145,~~312~~694

~~141,702~~

~~202,005~~

Other comprehensive income, net of tax:

Foreign currency translation adjustments

~~6,208~~(902)

(~~217~~4,066)

~~(454)~~

~~244~~

Comprehensive income(1)

6350,~~069~~206

7141,~~095~~628

~~141,248~~

~~202,249~~

Comprehensive income attributable to noncontrolling interest:

Net (income) loss

(16)

393

1,080

897

Net loss

696

929

Foreign currency translation adjustments

(~~362~~108)

4234

~~(71)~~

~~(72)~~

Comprehensive income attributable to MSC Industrial

6250,~~691~~794

7142,~~492~~791

~~142,257~~

~~203,074~~

(1)There were no material taxes associated with other comprehensive income during the thirteen- ~~and thirty-nine-~~week periods ended ~~May 31~~November 29, 2025 and ~~June 1~~November 30, 2024.

See accompanying Notes to Condensed Consolidated Financial Statements.

MSC INDUSTRIAL DIRECT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share data)

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 31,2025		June 1,2024		May 31,2025		June 1,2024
Class A Common Stock
Beginning Balance	$	57	$	58	$	57	$	48
Repurchase and retirement of Class A Common Stock	—		(1)		—		(2)
Reclassification of Class B Common Stock to Class A Common Stock	—		—		—		11
Ending Balance	57		57		57		57
Class B Common Stock
Beginning Balance	—		—		—		9
Reclassification of Class B Common Stock to Class A Common Stock	—		—		—		(9)
Ending Balance	—		—		—		—
Additional Paid-in Capital
Beginning Balance	1,079,823		1,059,405		1,070,269		849,502
Associate Incentive Plans	3,372		4,366		12,976		26,106
Repurchase and retirement of Class A Common Stock, including excise tax	(20)		(33)		(70)		(274)
Reclassification of Class B Common Stock to Class A Common Stock	—		—		—		188,404
Ending Balance	1,083,175		1,063,738		1,083,175		1,063,738
Retained Earnings
Beginning Balance	422,813		463,874		456,850		755,007
Net Income	56,845		71,705		142,782		202,902
Repurchase and retirement of Class A Common Stock, including excise tax	(8,506)		(18,411)		(32,803)		(157,453)
Regular cash dividends declared on Class A Common Stock	(47,319)		(46,731)		(142,252)		(140,695)
Reclassification of Class B Common Stock to Class A Common Stock	—		—		—		(188,406)
Dividend equivalents declared, net of cancellations	(301)		(352)		(1,045)		(1,270)
Ending Balance	423,532		470,085		423,532		470,085
Accumulated Other Comprehensive Loss
Beginning Balance	(27,515)		(17,340)		(21,144)		(17,725)
Foreign Currency Translation Adjustment	5,846		(213)		(525)		172
Ending Balance	(21,669)		(17,553)		(21,669)		(17,553)
Treasury Stock
Beginning Balance	(118,686)		(115,488)		(114,235)		(107,677)
Associate Incentive Plans	822		821		2,666		2,403
Repurchase of Class A Common Stock, including excise tax	(142)		(44)		(6,437)		(9,437)
Ending Balance	(118,006)		(114,711)		(118,006)		(114,711)
Total Shareholders’ Equity Attributable to MSC Industrial	1,367,089		1,401,616		1,367,089		1,401,616
Noncontrolling Interest
Beginning Balance	8,098		12,990		9,485		13,418
Foreign Currency Translation Adjustment	362		(4)		71		72
Net income (loss)	16		(393)		(1,080)		(897)
Ending Balance	8,476		12,593		8,476		12,593
Total Shareholders’ Equity	$	1,375,565	$	1,414,209	$	1,375,565	$	1,414,209
Dividends declared per Class A Common Share	$	0.85	$	0.83	$	2.55	$	2.49

(Unaudited)


	Thirteen Weeks Ended
	November 29, 2025		November 30, 2024
Class A Common Stock
Beginning Balance	$	57	$	57



Ending Balance	57		57
Additional Paid-in Capital
Beginning Balance	1,093,630		1,070,269
Associate Incentive Plans	5,593		5,617
Repurchase and retirement of Class A Common Stock, including excise tax	(17)		(25)
Purchase of Noncontrolling Interest	(2,147)		—
Ending Balance	1,097,059		1,075,861
Retained Earnings
Beginning Balance	432,622		456,850
Net Income	51,804		46,623
Repurchase and retirement of Class A Common Stock, including excise tax	(8,572)		(12,227)
Regular cash dividends declared on Class A Common Stock	(48,626)		(47,537)

Dividend equivalents declared, net of cancellations	(509)		(360)
Ending Balance	426,719		443,349
Accumulated Other Comprehensive Loss
Beginning Balance	(20,736)		(21,144)
Foreign Currency Translation Adjustment	(1,010)		(3,832)
Ending Balance	(21,746)		(24,976)
Treasury Stock
Beginning Balance	(117,363)		(114,235)
Associate Incentive Plans	815		856
Repurchase of Class A Common Stock, including excise tax	(4,370)		(5,828)
Ending Balance	(120,918)		(119,207)
Total Shareholders’ Equity Attributable to MSC Industrial	1,381,171		1,375,084
Noncontrolling Interest
Beginning Balance	8,292		9,485
Foreign Currency Translation Adjustment	108		(234)
Net loss	(696)		(929)
Purchase of Noncontrolling Interest	(6,048)		—
Ending Balance	1,656		8,322
Total Shareholders’ Equity	$	1,382,827	$	1,383,406
Dividends declared per Class A Common Share	$	0.87	$	0.85

See accompanying Notes to Condensed Consolidated Financial Statements.

MSC INDUSTRIAL DIRECT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	May 31, 2025		June 1, 2024
	November 29,2025		November 30,2024
Cash Flows from Operating Activities:
Net income	$	~~141~~51,~~702~~108	$	~~202~~45,~~005~~694
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6725,~~501~~111		6021,~~288~~682
Amortization of cloud computing arrangements	~~1,439~~254		~~1,437~~504
Non-cash operating lease cost	175,~~563~~944		166,~~679~~070
Stock-based compensation	104,~~397~~378		133,~~347~~562
Loss on disposal of property, plant and equipment	~~575~~450		~~363~~188
Loss on sale of property	1,167		—
Gain on sale of property	(584)		—
Non-cash changes in fair value of estimated contingent consideration	~~293~~—		~~661~~245
Provision for credit losses	51,~~699~~038		52,~~180~~521
Expenditures for cloud computing arrangements	(~~4,430~~737)		(~~17,161~~332)
Deferred income taxes and tax uncertainties	(726)		(1,072)
Changes in operating assets and liabilities:
Accounts receivable	(38,~~806~~694)		~~12,586~~455
Inventories	(416,~~761~~234)		645,~~251~~491
Prepaid expenses and other current assets	(224,~~335~~648)		4(2,~~488~~629)
Operating lease liabilities	(176,~~700~~038)		(166,~~974~~152)
Other assets	6251		~~3,272~~(154)
Accounts payable and accrued liabilities	40(1,~~821~~988)		~~(45~~24,~~917)~~723
Total adjustments	~~111~~(21,~~759~~697)		~~101~~56,~~428~~174
Net cash provided by operating activities	~~253~~29,~~461~~411		~~303~~101,~~433~~868
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment	(7122,~~109~~006)		(7320,~~354~~168)
Cash used in acquisitions, net of cash acquired	(~~790~~240)		(~~9,859~~240)
Net proceeds from sale of property	301,~~336~~057		—
Net cash used in investing activities	(4121,~~563~~189)		(8320,~~213~~408)
Cash Flows from Financing Activities:
Repurchases of Class A Common Stock	(3912,~~138~~959)		(~~167~~18,~~166~~072)
Payments of regular cash dividends	(~~142~~48,~~252~~626)		(~~140~~47,~~695~~537)
Proceeds from sale of Class A Common Stock in connection with Associate Stock Purchase Plan	~~3,193~~908		31,~~465~~029
Proceeds from exercise of Class A Common Stock options	~~120~~—		~~8,833~~120
Borrowings under credit facilities	~~239~~156,~~250~~000		~~359~~111,~~000~~500
Payments under credit facilities	(~~226~~111,~~750~~000)		(~~309~~99,~~000~~750)
Contingent consideration paid	(3,500)		—
Purchase of noncontrolling interest	(8,195)		—
Borrowings under financing obligations	699		3,850
Other, net	(64)		(649)
Payments under Shelf Facility Agreements and Private Placement Debt	—		(50,000)
Net cash used in financing activities	(23,936)		(53,359)
Proceeds from other long-term debt	—		50,000
Effect of foreign exchange rate changes on cash and cash equivalents	(260)		(423)
Other, net	(1,220)		(2,762)
Net (decrease) increase in cash and cash equivalents	(15,974)		27,678
Net cash used in financing activities	(169,598)		(244,475)
Cash and cash equivalents—beginning of period	56,228		29,588
Effect of foreign exchange rate changes on cash and cash equivalents	(196)		131
Cash and cash equivalents—end of period	$	40,254	$	57,266
Net increase (decrease) in cash and cash equivalents	42,104		(24,124)
Cash and cash equivalents—beginning of period	29,588		50,052
Cash and cash equivalents—end of period	$	71,692	$	25,928
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	355,~~402~~760	$	6613,~~071~~500
Cash paid for interest	$	185,~~036~~610	$	186,~~235~~262

See accompanying Notes to Condensed Consolidated Financial Statements.

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Note 1. Basis of Presentation

The unaudited Condensed Consolidated Financial Statements have been prepared by the management of MSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC Industrial” or the “Company”) and in the opinion of management include all normal recurring adjustments necessary to present fairly the Company’s financial position as of ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025, results of operations for the thirteen ~~and thirty-nine~~ weeks ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024, and cash flows for the ~~thirty-nine~~thirteen weeks ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024. The financial information as of August 3130, ~~2024~~2025 was derived from the Company’s audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 3130, ~~2024~~2025.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company, however, believes that the disclosures contained in this Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. The unaudited Condensed Consolidated Financial Statements and these Notes to Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 3130, ~~2024~~2025.

Fiscal Year

The Company operates on a 52/53-week fiscal year ending on the Saturday closest to August 31st of each year. References to “fiscal year ~~2025~~2026” refer to the period from ~~September~~August 131, ~~2024~~2025 to August 3029, ~~2025~~2026, which is a 52-week fiscal year. References to “fiscal year ~~2024~~2025” refer to the period from September 31, ~~2023~~2024 to August 3130, ~~2024~~2025, which is a 52-week fiscal year. The fiscal quarters ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024 refer to the thirteen weeks ended as of those dates.

Principles of Consolidation

The unaudited Condensed Consolidated Financial Statements include the accounts of MSC Industrial Direct Co., Inc., its wholly owned subsidiaries and entities in which it maintains a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting Standards Not Yet Adopted

In ~~November~~December 2023, the Financial Accounting Standards Board (~~the~~ “FASB”) issued ~~Accounting Standards Update (“~~ASU”) 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): ~~Improvements~~Improvement to ~~Reportable~~Income ~~Segment~~Tax Disclosures. ~~The ASU requires entities, including those with a single reporting segment,~~ to ~~disclose~~enhance ~~significant segment expenses that are regularly provided to~~ the ~~chief~~transparency ~~operating~~and decision ~~maker~~usefulness ~~(“CODM”) and are included within each reported measure~~ of ~~segment~~income ~~profit~~tax ~~or loss~~disclosures. The ASU ~~also~~primarily ~~requires~~enhances ~~disclosure~~and ofexpands ~~how~~both the ~~CODM~~income ~~uses~~tax ~~the~~rate ~~reported~~reconciliation ~~measure(s)~~disclosure ~~of segment profit or loss in assessing segment performance~~ and ~~deciding~~the ~~how~~income totaxes ~~allocate~~paid ~~resources~~disclosure. The ASU is effective for ~~fiscal~~annual ~~year~~ periods beginning after December 15, ~~2023 (MSC’s fiscal year 2025) and interim periods within fiscal years beginning after December 15,~~ 2024 (MSC’s ~~first quarter of~~ fiscal year 2026), ~~with~~on ~~early~~a ~~adoption~~prospective ~~permitted~~basis. ~~Retrospective application to all prior periods presented in the financial statements is also required.~~ The ~~adoption of this guidance is not expected to affect the~~ Company’s ~~Consolidated Balance Sheets, Statements of Income, or Statements of Cash Flows and the Company~~ is currently evaluating the standard to determine the impact of adoption on its disclosures.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvement~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses. toThe ~~enhance~~ASU ~~the~~requires ~~transparency~~public ~~and~~entities ~~decision~~to ~~usefulness~~include ofmore ~~income~~detailed ~~tax~~ disclosures. ~~The~~about ~~ASU~~specific ~~primarily~~categories ~~enhances~~of ~~and~~expenses ~~expands~~such ~~both~~as ~~the~~inventory ~~income~~purchases, ~~tax~~employee ~~rate~~compensation, ~~reconciliation~~depreciation, ~~disclosure~~amortization and selling costs within the ~~income~~notes ~~taxes~~to ~~paid~~the ~~disclosure~~financial statements. The ASU is effective for ~~annual~~fiscal year periods beginning after December 15, ~~2024~~2026 (MSC’s fiscal year ~~2026~~2028) onand ainterim ~~prospective~~periods ~~basis.~~within ~~Early~~fiscal ~~adoption~~years isbeginning after December 15, 2027 (MSC’s first quarter of fiscal year 2029), with early adoption permitted. The adoption of this guidance is not expected to affect the Company’s Consolidated Financial Statements and the Company is currently evaluating the standard to determine the impact of adoption on its ~~consolidated financial statements and~~ disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40): Targeted Improvements to Accounting for Internal-Use Software. The ASU primarily amends guidance for

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Inaccounting ~~November~~and ~~2024,~~disclosure ~~the~~of ~~FASB issued ASU 2024~~internal-03use software, ~~Income~~including ~~Statement~~clarifying -the ~~Reporting~~requirements ~~Comprehensive~~for ~~Income-~~capitalizing ~~Expense~~costs ~~Disaggregation~~and ~~Disclosures~~removal ~~(Subtopic 220-40): Disaggregation~~ of ~~Income~~references ~~Statement Expenses. The ASU requires public entities~~ to ~~include more detailed disclosures about specific categories of expenses such as inventory purchases, employee compensation, depreciation, amortization and selling costs within~~ the ~~notes~~stage-based toapproach ~~the~~for ~~financial~~capitalizing ~~statements~~costs. The ASU is effective for ~~fiscal~~annual ~~year~~ periods beginning after December 15, ~~2026 (MSC’s fiscal year 2028) and interim periods within fiscal years beginning after December 15,~~ 2027 (MSC’s ~~first quarter of~~ fiscal year 2029), ~~with~~on ~~early~~a ~~adoption permitted. The adoption of this guidance is not expected to affect the Company’s Consolidated Balance Sheets~~prospective, ~~Statements~~retrospective ~~of Income,~~ or ~~Statements~~modified ofprospective ~~Cash~~approach. ~~Flows~~The ~~and the~~ Company is currently evaluating the standard to determine the impact of adoption on its Consolidated Financial Statements and disclosures.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to have a material impact on the Consolidated Financial Statements.

Note 2. Revenue

Revenue Recognition

Net sales include product revenue and shipping and handling charges, net of estimated sales returns and any related sales incentives. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies its performance obligations under the contract, which is determined to occur when the customer obtains control of the products, and invoicing occurs at approximately the same point in time. The Company’s product sales have standard payment terms that do not exceed one year. The Company considers shipping and handling as activities to fulfill its performance obligations. Substantially all of the Company’s contracts have a single performance obligation, to deliver products, and are short-term in nature. The Company estimates product returns based on historical return rates. Total accrued sales returns were $76,~~268~~923 and $87,~~120~~089 as of ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025, respectively, and are reported as Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets. Sales taxes and value-added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.

Consideration Payable to Customers

The Company offers customers sales incentives, which primarily consist of volume rebates, and upfront sign-on payments. These volume rebates and sign-on payments are not in exchange for a distinct good or service and result in a reduction of net sales from the goods transferred to the customer at the later of when the related revenue is recognized or when the Company promises to pay the consideration. The Company estimates its volume rebate accruals and records its sign-on payments based on various factors, including contract terms, historical experience, and performance levels. Total accrued sales incentives, primarily related to volume rebates, were $2227,~~021~~999 and $2322,~~386~~948 as of ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025, respectively, and are included in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets. Sign-on payments, not yet recognized as a reduction of net sales, are recorded in Prepaid expenses and other current assets in the unaudited Condensed Consolidated Balance Sheets and were $6,~~787~~218 and $76,~~493~~723 as of ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025, respectively.

Contract Assets and Liabilities

The Company records a contract asset when it has a right to payment from a customer that is conditioned on events other than the passage of time. The Company records a contract liability when customers prepay but the Company has not yet satisfied its performance obligations. The Company did not have material contract assets or liabilities as of ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025.

Disaggregation of Revenue

The Company ~~has~~serves ~~determined~~a ~~that~~large itnumber ~~operates~~of ascustomers ~~one~~of ~~operating~~various types and ~~reportable~~in ~~segment~~diverse asindustries, awhich ~~distributor~~are subject to different economic and industry factors. The Company’s presentation of ~~metalworking~~net sales by customer end-market, ~~maintenance~~customer type and geography most reasonably depicts how the nature, ~~repair~~amount, timing and ~~operations~~uncertainty ~~products~~of Company revenue and ~~services,~~cash ~~Class~~flows Care ~~consumables~~affected by economic and ~~OEM~~industry ~~products~~factors. The Company does not disclose net sales information by product category as it is impracticable to do so as a result of its numerous product offerings and the way its business is managed.

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

~~services.~~ The ~~conclusion~~following oftable apresents ~~single reporting segment is based on~~ the ~~nature of the products the~~ Company’s ~~sells~~percentage toof ~~its~~revenue ~~diverse~~by customer ~~base,~~end-market ~~the~~for ~~distribution footprint and~~ the ~~regulatory~~thirteen-week ~~environment~~period inended ~~which~~November 29, ~~the~~2025 ~~Company~~and ~~operates.~~November 30, 2024:

The Company serves a large number of customers of various types and in diverse industries, which are subject to different economic and industry factors. The Company’s presentation of net sales by customer end-market, customer type and geography most reasonably depicts how the nature, amount, timing and uncertainty of Company revenue and cash flows are affected by economic and industry factors. The Company does not disclose net sales information by product category as it is impracticable to do so as a result of its numerous product offerings and the way its business is managed.


	Thirteen Weeks Ended
	November 29, 2025		November 30, 2024
Manufacturing Heavy	58	%	57	%
Manufacturing Light	9	%	9	%
Public Sector	9	%	9	%
Retail/Wholesale	8	%	7	%
Commercial Services	4	%	4	%
Other (1)	12	%	14	%
Total	100	%	100	%

The following table presents the Company’s percentage of revenue by customer end-market for the thirteen- and thirty-nine-week periods ended May 31, 2025 and June 1, 2024:

	Thirteen Weeks Ended (2)				Thirty-Nine Weeks Ended (2)
	May 31, 2025		June 1, 2024		May 31, 2025		June 1, 2024
Manufacturing Heavy	58	%	58	%	58	%	59	%
Manufacturing Light	9	%	9	%	9	%	9	%
Public Sector	9	%	9	%	9	%	8	%
Retail/Wholesale	7	%	7	%	7	%	7	%
Commercial Services	5	%	4	%	5	%	4	%
Other (1)	12	%	13	%	12	%	13	%
Total	100	%	100	%	100	%	100	%

(1)The Other category primarily makes up specific industry classifications that do not individually exceed 3% of net sales.

(2)Includes changes in customer end-market classifications as a result of the transition from the Standard Industrial Classification (SIC) to the North American Industry Classification System (NAICS) in the first quarter of fiscal year 2025.

The Company groups customers into three categories by type of customer: national account, public sector and core and other. National account customers include Fortune 1000 companies, large privately held companies, and international companies doing business in North America. Public sector customers are governments and their instrumentalities such as federal agencies, state governments, and public sector healthcare providers. Federal government customers include the United States General Services Administration, the United States Department of Defense, the United States Marine Corps, the United States Coast Guard, the United States Postal Service, the United States Department of Energy, large and small military bases, Veterans Affairs hospitals, and correctional facilities. The Company has individual state and local contracts, as well as contracts through partnerships with several state co-operatives. Core and other customers are those customers that are not national account customers or public sector customers.

The following table presents the Company’s percentage of revenue by customer type for the thirteen- ~~and thirty-nine-~~week ~~periods~~period ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024:

	Thirteen Weeks Ended (1)				Thirty-Nine Weeks Ended (1)
	Thirteen Weeks Ended
	May 31, 2025		June 1, 2024		May 31, 2025		June 1, 2024
	November 29, 2025		November 30, 2024
National Account Customers	37	%	37	%	37	%	37	%
Public Sector Customers	9	%	9	%	9	%	8	%
Core and Other Customers	54	%	54	%	54	%	55	%
Total	100	%	100	%	~~100~~	%	~~100~~	%

~~(1)Includes~~The ~~reclassifications~~Company’s ofrevenue ~~certain~~originating ~~customers~~from ~~during~~the ~~fiscal~~following ~~year~~geographic ~~2024,~~areas ~~primarily~~was ~~between~~as ~~national~~follows ~~account~~for ~~customers~~the ~~and~~thirteen-week ~~core~~period ~~and~~ended ~~other~~November 29, ~~customers.~~2025 and November 30, 2024:


	Thirteen Weeks Ended
	November 29, 2025		November 30, 2024
United States	95	%	95	%
Mexico	2	%	2	%
Canada	2	%	2	%
North America	99	%	99	%
Other foreign countries	1	%	1	%
Total	100	%	100	%

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

The Company’s revenue originating from the following geographic areas was as follows for the thirteen- and thirty-nine-week periods ended May 31, 2025 and June 1, 2024:

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 31, 2025		June 1, 2024		May 31, 2025		June 1, 2024
United States	95	%	95	%	95	%	95	%
Mexico	2	%	2	%	2	%	2	%
Canada	2	%	2	%	2	%	2	%
North America	99	%	99	%	99	%	99	%
Other foreign countries	1	%	1	%	1	%	1	%
Total	100	%	100	%	100	%	100	%

Note 3. Net Income per Share

Basic net income per share is computed by dividing net income by the weighted-average number of shares of the Company’s Class A Common Stock (“Class A Common Stock”) outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of Class A Common Stock outstanding during the period, including potentially dilutive shares of Class A Common Stock equivalents outstanding during the period. The dilutive effect of potential shares of Class A Common Stock is determined using the treasury stock method. The following table sets forth the computation of basic and diluted net income per common share under the treasury stock method for the thirteen- ~~and thirty-nine-~~week ~~periods~~period ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024:

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

May 31,2025

June 1,2024

May 31,2025

June 1,2024

November 29,2025

November 30,2024

Numerator:

Net income attributable to MSC Industrial, as reported

5651,~~845~~804

7146,~~705~~623

~~142,782~~

~~202,902~~

Denominator:

Weighted-average shares outstanding for basic net income per share

55,~~694~~804

5655,~~214~~897

~~55,795~~

~~56,323~~

Effect of dilutive securities

71171

~~137~~171

~~100~~

~~191~~

Weighted-average shares outstanding for diluted net income per share

55,~~765~~975

56,~~351~~068

~~55,895~~

~~56,514~~

Net income per share:

Basic

10.0293

10.2883

~~2.56~~

~~3.60~~

Diluted

10.0293

10.2783

~~2.55~~

~~3.59~~

Potentially dilutive securities

~~208~~—

1698

~~170~~

Potentially dilutive securities attributable to outstanding share-based awards are excluded from the calculation of diluted net income per share when the combined exercise price and average unamortized fair value are greater than the average market price of Class A Common Stock, and, therefore, their inclusion would be anti-dilutive.

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Note 4. Stock-Based Compensation

The Company accounts for all stock-based payments in accordance with Accounting Standards Codification Topic 718, “Compensation—Stock Compensation,” as amended. Stock-based compensation expense included in Operating expenses for the thirteen- ~~and thirty-nine-~~week ~~periods~~period ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024 was as follows:

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

May 31,2025

June 1,2024

May 31,2025

June 1,2024

November 29,2025

November 30,2024

Stock-based compensation expense (1)

34,~~205~~378

3,~~458~~562

~~10,397~~

~~13,347~~

Deferred income tax benefit

(~~778~~1,064)

(~~891~~876)

~~(2,537)~~

~~(3,234)~~

Stock-based compensation expense, net

23,~~427~~314

2,~~567~~686

~~7,860~~

~~10,113~~

(1)Includes equity award acceleration costs associated with associate severance and separation, which are included in Restructuring and other costs in the unaudited Condensed Consolidated Statements of Income for the thirteen- ~~and thirty-nine-~~week ~~periods ended May 31, 2025 and for the thirty-nine-week~~ period ended ~~June~~November 129, ~~2024~~2025. See Note 1110, “Restructuring and Other Costs” for additional information.

Restricted Stock Units and Performance Share Units

The Company grants restricted stock units (“RSUs”) and performance share units (“PSUs”) as part of its long-term stock-based compensation program. RSUs vest over four-years or five-years, depending on the position of the associate, and PSUs cliff vest after a three-year performance period based on the achievement of specific performance goals as set forth in the applicable award agreement. Based on the extent to which the performance goals are achieved, vested shares may range from 0% to 200% of the target award amount. If the performance conditions are not met or are not expected to be met, recognized compensation expense associated with the grant will be reversed.

The following table summarizes the Company’s non-vested RSU and PSU award activity under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “2015 Omnibus Incentive Plan”) and the 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”) (based on target award amounts for PSUs) for the thirty-nine-week period ended May 31, 2025: 9

	Restricted Stock Units			Performance Share Units
	Shares	Weighted-Average Grant Date Fair Value per Share		Shares	Weighted-Average Grant Date Fair Value per Share
Non-vested at August 31, 2024	431	$	88.29	123	$	88.31
Granted	237	80.72		52	80.52
Vested	(161)	85.03		(38)	84.96
Canceled/Forfeited	(26)	86.50		(9)	86.44
Non-vested at May 31, 2025 (1)	481	$	85.75	128	$	86.30

(1)Excludes approximately 32 and 3 shares of accrued incremental dividend equivalent rights on outstanding RSUs and PSUs, respectively, granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan.

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

ongoals ~~dividends~~as ~~declared~~set onforth ~~Class A Common Stock, and these dividend equivalents are paid to the award recipient~~ in the ~~form~~applicable ofaward ~~unrestricted~~agreement. ~~shares~~Based ~~of Class A Common Stock~~ on the ~~vesting~~extent ~~dates~~to ofwhich the ~~underlying~~performance ~~RSUs~~goals ~~and~~are ~~PSUs~~achieved, ~~subject,~~vested inshares ~~the~~may ~~case~~range offrom ~~the~~0% ~~dividend~~to ~~equivalents~~200% onof the ~~underlying~~target ~~PSUs,~~award ~~to the same performance vesting requirements~~amount. ~~The~~If ~~unrecognized stock-based compensation costs related to~~ the ~~RSUs~~performance ~~and~~conditions ~~PSUs~~are atnot ~~May 31,~~met ~~2025~~or ~~were $31,360 and $4,050, respectively, which~~ are not expected to be met, recognized ~~over~~compensation aexpense ~~weighted-average~~associated ~~period~~with ofthe ~~2.8~~grant ~~and~~will ~~1.5~~be ~~years, respectively~~reversed.


	Restricted Stock Units			Performance Share Units
	Shares	Weighted-Average Grant Date Fair Value per Share		Shares	Weighted-Average Grant Date Fair Value per Share
Non-vested at August 30, 2025	449	$	85.68	112	$	86.28
Granted	186	84.79		63	84.79

Vested	(128)	85.17		—	—
Forfeited	(9)	84.34		(38)	82.65
Non-vested at November 29, 2025 (1)	498	$	85.50	137	$	86.61

(1)Excludes approximately 26 and 3 shares of accrued incremental dividend equivalent rights on outstanding RSUs and PSUs, respectively, granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan.

The fair value of each RSU and PSU granted is the closing stock price on the New York Stock Exchange of Class A Common Stock on the date of grant. RSUs are expensed over the vesting period of each respective grant and PSUs are expensed over the three-year performance period of each respective grant. Forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimated forfeitures. The Company uses historical data to estimate pre-vesting RSU and PSU forfeitures and records stock-based compensation expense only for RSU and PSU awards that are expected to vest. Upon vesting, and, in the case of the PSUs, subject to the achievement of specific performance goals, a portion of the RSU and PSU awards may be withheld to satisfy the statutory income tax withholding obligation, and the remaining RSUs and PSUs will be settled in shares of Class A Common Stock. These awards accrue dividend equivalents on the underlying RSUs and PSUs (in the form of additional stock units) based on dividends declared on Class A Common Stock, and these dividend equivalents are paid to the award recipient in the form of unrestricted shares of Class A Common Stock on the vesting dates of the underlying RSUs and PSUs, subject, in the case of the dividend equivalents on the underlying PSUs, to the same performance vesting requirements. The unrecognized stock-based compensation costs related to the RSUs and PSUs at November 29, 2025 were $37,185 and $7,472, respectively, which are expected to be recognized over a weighted-average period of 3.2 and 2.2 years, respectively.

Stock Options

Subsequent to the stock option grant in fiscal year 2019, the Company discontinued its grants of stock options. ~~The~~During ~~fair~~the ~~value~~first quarter of ~~each~~fiscal ~~option~~year ~~grant~~2026, inall ~~previous~~remaining ~~fiscal~~outstanding ~~years~~stock ~~was~~option ~~estimated~~awards onwere ~~the~~forfeited ~~date~~and ofthere ~~grant~~were ~~using~~no ~~the~~stock ~~Black-Scholes~~ option ~~pricing~~awards ~~model~~outstanding as of November 29, 2025.

During the thirty-nine-week period ended May 31, 2025, there were two stock option awards exercised at a weighted-average price of $83.21. As of May 31, 2025, there were 97 stock option awards outstanding and exercisable, with an exercise price of $83.21, a remaining contractual life of 0.4 years, and no intrinsic value.

The aggregate intrinsic value of options exercised, which represents the difference between the exercise price and the market value of Class A Common Stock measured at each individual exercise date, during the thirty-nine-week periods ended May 31, 2025 and June 1, 2024 was $8 and $1,864, respectively. There were no unrecognized stock‑based compensation costs related to stock options at May 31, 2025.

Note 5. Fair Value

Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The below fair value hierarchy prioritizes the inputs used to measure fair value into three levels, with Level 1 being of the highest priority. The three levels of inputs used to measure fair value are as follows:

Level 1— Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2— Include other inputs that are directly or indirectly observable in the marketplace.

Level 3— Unobservable inputs which are supported by little or no market activity.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and outstanding indebtedness. Cash and cash equivalents include investments in a money market fund which are reported at fair value. The fair value of money market funds is determined using quoted prices for identical investments in active markets, which are considered to be Level 1 inputs within the fair value hierarchy. The Company uses a market approach to determine the fair value of its debt instruments, utilizing quoted prices in active markets, interest rates and other relevant information generated by market transactions involving similar instruments. Therefore, the inputs used to measure the fair value of the Company’s debt instruments are classified as Level 2 within the fair value hierarchy. The reported carrying amounts of the Company’s financial instruments approximated their fair values as of May 31, 2025 and June 1, 2024.10

During the thirteen- and thirty-nine-week periods ended May 31, 2025 and June 1, 2024, the Company had no material remeasurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

During the thirteen-week period ended November 29, 2025 and November 30, 2024, the Company had no material remeasurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

Note 6. Accounts Receivable

Accounts receivables at ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025 consisted of the following:

	May 31,2025		August 31,2024
	November 29,2025		August 30,2025
Accounts receivable	$	~~432~~451,~~845~~494	$	~~434~~445,~~490~~671
Less: allowance for credit losses	2220,~~292~~761		22,~~368~~365
Accounts receivable, net	$	~~410~~430,~~553~~733	$	~~412~~423,~~122~~306

In the second quarter of fiscal year 2023, the Company entered into a Receivables Purchase Agreement (the “RPA”), by and among MSC A/R Holding Co., LLC, a wholly owned subsidiary of the Company (the “Receivables Subsidiary”), as seller, the Company, as master servicer, certain purchasers from time to time party thereto (collectively, the “Purchasers”), and Wells Fargo Bank, National Association, as administrative agent. Under the RPA, the Receivables Subsidiary may sell certain eligible receivables to the Purchasers. inThe ~~amounts~~RPA, upwhich was scheduled to ~~$300~~mature on December 19,~~000~~ 2025, was amended in December 2025. The ~~RPA~~amendment ~~matures~~provided onfor, among other things, an extension of the scheduled termination date to December 198, ~~2025~~2028, the addition of a joining purchaser and isan ~~subject~~increase to ~~customary~~the ~~termination~~maximum ~~events~~aggregate ~~related~~commitment by $50,000 to ~~transactions~~a total of $350,000. The RPA continues to include customary representations and warranties for facilities of this type.

The Company continues to provide collection services for the receivables sold to the Purchasers. As cash is collected on sold receivables, the Receivables Subsidiary continuously sells new qualifying receivables to the Purchasers so that the total principal amount outstanding of receivables sold is approximately $300,000. During the thirteen- ~~and thirty-nine-~~week ~~periods~~period ended ~~May~~November 3129, 2025, receivables sold and collected under the RPA was $~~312~~306,~~646~~452 ~~and $944,941, respectively~~. The total principal amount outstanding of receivables sold was approximately $300,000 as of ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025. The amount of receivables retained and pledged as collateral by the Company as of ~~May~~November 3129, 2025 and August 3130, ~~2024~~2025 was $~~327~~368,~~603~~297 and $~~349~~359,~~743~~465, respectively.

The receivables sold incurred fees due to the Purchasers of $3,~~846~~644 and $114,~~911~~202 during the thirteen- ~~and thirty-nine-~~week periods ended ~~May~~November 3129, 2025, ~~respectively,~~ and $4November 30,~~605~~ ~~and $13~~2024,~~832~~ ~~during the thirteen- and thirty-nine-week periods ended June 1~~respectively, ~~2024~~ which were recorded within Other expense, net in the unaudited Condensed Consolidated Statements of Income. The financial covenants under the RPA are substantially the same as those under the Credit Facilities ~~and the Private Placement Debt~~ (~~each,~~ as defined below). See Note 98, “Debt” for more information about these financial covenants.

Note 7. Acquisitions

~~Contingent~~During ~~Consideration~~the ~~Paid~~first fiscal quarter of 2026, the Company acquired the remaining interest of Wm. F. Hurst Co., LLC for $8,195, increasing the Company's ownership from 80% to 100%. As of the acquisition date, the balance of the noncontrolling interest was $6,048. The difference between acquisition price and the balance of the noncontrolling interest was recognized as an adjustment to additional paid-in capital of $2,147.

In January 2023, the Company acquired certain assets and assumed certain liabilities of Buckeye Industrial Supply Co. (“Buckeye”), an Ohio-based metalworking distributor, and Tru-Edge Grinding, Inc. (“Tru-Edge”), an Ohio-based custom tool manufacturer. During the third quarter of fiscal year 2025, the Company paid cash of $3,500 related to the contingent consideration associated with the acquisition of Buckeye and Tru-Edge, which is reflected in Contingent Consideration Paid in cash used in financing activities on the unaudited Condensed Consolidated Statements of Cash Flows. This payment was fully accrued in Accrued expenses and other current liabilities on the unaudited Condensed Consolidated Balance Sheet as of the date of payment. 11

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Note 8. ~~Property, Plant and Equipment~~Debt

~~Disposal~~Debt at November 29, 2025 and August 30, 2025 consisted of ~~Columbus~~the ~~CFC~~following:

During the fiscal quarter ended March 1, 2025, the Company entered into a Purchase and Sale Agreement to sell its 468,000 square foot customer fulfillment center in Columbus, Ohio (the “Columbus CFC”). During the fiscal quarter ended May 31, 2025, the Company disposed of the Columbus CFC with a sales price of $32,000. As of the date of sale, the related assets had a carrying value of approximately $31,758, which was comprised of approximately $20,663 of building and building improvements, $4,097 of land assets and $6,998 of furniture, fixtures and equipment, which was included in Property, plant and equipment, net in the unaudited Condensed Consolidated Balance Sheet as of such date. The sale resulted in a loss on sale of property of $1,167 after the settlement of certain closing costs and fees, which is included in the unaudited Condensed Consolidated Statement of Income for the fiscal quarter ended May 31, 2025.


	November 29, 2025			August 30, 2025
Amended Revolving Credit Facility	$	110,000		$	65,000
Uncommitted Credit Facilities	217,000			217,000
Long-Term Note Payable	4,750			4,750
Private Placement Debt:
2.90% Senior Notes, Series B, due July 28, 2026	100,000			100,000
2.60% Senior Notes, due March 5, 2027	50,000			50,000
5.73% Senior Notes, due April 18, 2027	50,000			50,000
Financing arrangements	14			38
Obligations under finance leases	655			450
Less: unamortized debt issuance costs	(1,452)			(1,539)
Total debt, including obligations under finance leases	$	530,967		$	485,699
Less: current portion	(316,872)		(1)	(316,868)		(2)
Total long-term debt, including obligations under finance leases	$	214,095		$	168,831

~~Note~~(1)Consists 9of $217,000 from the Uncommitted Credit Facilities (as defined below), $100,000 from the 2.90% ~~Debt~~Senior Notes, Series B, due July 28, 2026, $14 from financing arrangements, $207 from obligations under finance leases and net of unamortized debt issuance costs of $349 expected to be amortized in the next 12 months.

~~Debt~~(2)Consists atof ~~May 31~~$217,000 ~~2025~~from ~~and~~the ~~August~~Uncommitted Credit Facilities (as defined below), $100,000 from the 2.90% Senior Notes, Series B, due July 3128, ~~2024~~2026, ~~consisted~~$17 from financing arrangements, $200 from obligations under finance leases and net of unamortized debt issuance costs of $349 expected to be amortized in the ~~following:~~next 12 months.

	May 31,2025			August 31,2024
Amended Revolving Credit Facility	$	80,000		$	74,000
Uncommitted Credit Facilities	216,000			209,500
Long-Term Note Payable	4,750			4,750
Private Placement Debt:
2.90% Senior Notes, Series B, due July 28, 2026	100,000			100,000
3.79% Senior Notes, due June 11, 2025	20,000			20,000
2.60% Senior Notes, due March 5, 2027	50,000			50,000
5.73% Senior Notes, due April 18, 2027	50,000			50,000
Financing arrangements	278			640
Obligations under finance leases	501			654
Less: unamortized debt issuance costs	(496)			(780)
Total debt, including obligations under finance leases	$	521,033		$	508,764
Less: current portion	(236,060)		(1)	(229,911)		(2)
Total long-term debt, including obligations under finance leases	$	284,973		$	278,853

In April 2017, the Company entered into a $600,000 revolving credit facility, which was subsequently amended (as amended, the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility, which matures on July 16, 2030, provides for a five-year unsecured revolving loan facility on a committed basis. The interest rate for borrowings under the Amended Revolving Credit Facility is based on either the Adjusted Term SOFR Rate (as defined in the Amended Revolving Credit Facility) or a base rate, plus a spread based on the Company’s consolidated net leverage ratio at the end of each fiscal reporting quarter. The Company currently elects to have loans under the Amended Revolving Credit Facility bear interest based on the Adjusted Term SOFR Rate with one-month interest periods.

~~(1)Consists~~The ofAmended Revolving Credit Facility permits up to $~~216~~50,000 ~~from~~to ~~the~~be ~~Uncommitted~~used to fund letters of credit. The Amended Revolving Credit ~~Facilities~~Facility ~~(as~~also ~~defined~~permits ~~below),~~the ~~$20,000~~Company ~~from~~to initiate one or more incremental term loan facilities and/or to increase the ~~3.79%~~revolving ~~Series~~loan ~~2019A~~commitments ~~Notes,~~in an aggregate amount not to exceed $~~234~~300,000. ~~from~~Subject ~~financing~~to ~~arrangements~~certain limitations, ~~$209~~each ~~from~~such ~~obligations~~incremental ~~under~~term ~~finance~~loan ~~leases~~facility ~~and~~or ~~net~~revolving ofloan ~~unamortized~~commitment ~~debt~~increase ~~issuance~~will ~~costs~~be ofon ~~$383~~terms ~~expected~~as agreed to beby ~~amortized~~the inCompany, the ~~next~~administrative 12agent ~~months~~and the lenders providing such financing. Outstanding letters of credit were $6,304 at November 29, 2025 and August 30, 2025, respectively.

~~(2)Consists of $209,500 from the~~ Uncommitted Credit Facilities (as defined below), $20,000 from the 3.79% Series 2019A Notes, $595 from financing arrangements, $199 from obligations under finance leases and net of unamortized debt issuance costs of $383 expected to be amortized in the next 12 months.

InDuring ~~April~~fiscal ~~2017~~year 2025, the Company ~~entered~~either ~~into~~extended aor ~~$600,000~~amended ~~revolving~~all ~~credit~~three ~~facility,~~of ~~which~~its ~~was~~uncommitted ~~subsequently~~credit ~~amended~~facilities. ~~and~~These ~~extended~~facilities in(collectively, ~~August~~the ~~2021~~“Uncommitted ~~(as~~Credit ~~amended~~Facilities” and ~~extended~~, together with the “Amended Revolving Credit Facility, the “Credit Facilities”). ~~The~~total ~~Amended~~$230,000 ~~Revolving~~in ~~Credit~~aggregate ~~Facility~~maximum uncommitted availability, under which ~~matures~~$217,000 onwas outstanding at each of November 29, 2025 and August 2430, ~~2026~~2025, ~~provides~~and ~~for~~are anincluded ~~unsecured~~in ~~revolving~~Current ~~loan~~portion ~~facility~~of ondebt aincluding ~~committed~~obligations ~~basis~~under finance leases in the unaudited Condensed Consolidated Balance Sheets. The interest rate ~~for~~on ~~borrowings under~~ the ~~Amended~~Uncommitted ~~Revolving~~ Credit ~~Facility~~Facilities is based on ~~either~~ the ~~Adjusted~~Secured ~~Term~~Overnight ~~SOFR~~Financing Rate. ~~(as~~Borrowings ~~defined~~under in the ~~Amended~~Uncommitted ~~Revolving~~ Credit ~~Facility)~~Facilities orare adue ~~base~~at ~~rate,~~the ~~plus~~end aof ~~spread based on~~ the ~~Company’s~~applicable ~~consolidated~~interest ~~leverage~~period, ~~ratio~~which atis ~~the~~typically ~~end~~one ofmonth ~~each~~but ~~fiscal~~may ~~reporting~~be ~~quarter.~~up ~~The~~to ~~Company~~six ~~currently~~months ~~elects~~and tomay ~~have~~be ~~loans~~rolled ~~under~~over ~~the~~to ~~Amended~~a ~~Revolving~~new ~~Credit~~interest ~~Facility~~period ~~bear~~at ~~interest~~the ~~based~~option onof the ~~Adjusted~~applicable ~~Term~~lender. ~~SOFR~~The ~~Rate~~Company’s ~~with~~lenders ~~one-month~~have, ~~interest periods.~~

The Amended Revolving Credit Facility permits up to $50,000 to be used to fund letters of credit. The Amended Revolving Credit Facility also permits the Company to initiate one or more incremental term loan facilities and/or to 12

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

~~increase~~in the ~~revolving~~past, ~~loan~~been ~~commitments~~willing into anroll ~~aggregate~~over the principal amount outstanding under the Uncommitted Credit Facilities at the end of each interest period but are not obligated to ~~exceed~~do ~~$300,000~~so. ~~Subject~~Each toUncommitted ~~certain~~Credit ~~limitations,~~Facility ~~each~~matures ~~such~~within ~~incremental~~one ~~term~~year ~~loan~~of ~~facility~~entering orinto ~~revolving~~such ~~loan~~Uncommitted ~~commitment~~Credit ~~increase~~Facility ~~will~~and becontains oncertain ~~terms~~limited ascovenants ~~agreed~~which toare bysubstantially the ~~Company,~~same as the ~~administrative~~limited ~~agent~~covenants ~~and~~contained in the ~~lenders~~Amended ~~providing~~Revolving ~~such~~Credit ~~financing~~Facility. ~~Outstanding~~All ~~letters~~ of ~~credit~~the ~~were~~Uncommitted ~~$6,304~~Credit atFacilities ~~May 31,~~are ~~2025~~unsecured and ~~August 31,~~rank ~~2024,~~equally ~~respectively.~~in right of payment with the Company’s other unsecured indebtedness.

~~Uncommitted~~During the thirteen-week period ended November 29, 2025, the Company borrowed an aggregate $156,000 and repaid an aggregate $111,000 under the Credit Facilities. As of November 29, 2025 and August 30, 2025, the weighted-average interest rates on borrowings under the Credit Facilities were 4.89% and 5.19%, respectively.

During fiscal year 2025, the Company either extended or amended all three of its uncommitted credit facilities. These facilities (collectively, the “Uncommitted Credit Facilities” and, together with the Amended Revolving Credit Facility, the “Credit Facilities”) total $230,000 in aggregate maximum uncommitted availability, under which $216,000 and $209,500 were outstanding at May 31, 2025 and August 31, 2024, respectively, and are included in Current portion of debt including obligations under finance leases in the unaudited Condensed Consolidated Balance Sheets. The interest rate on the Uncommitted Credit Facilities is based on the Secured Overnight Financing Rate. Borrowings under the Uncommitted Credit Facilities are due at the end of the applicable interest period, which is typically one month but may be up to six months and may be rolled over to a new interest period at the option of the applicable lender. The Company’s lenders have, in the past, been willing to roll over the principal amount outstanding under the Uncommitted Credit Facilities at the end of each interest period but are not obligated to do so. Each Uncommitted Credit Facility matures within one year of entering into such Uncommitted Credit Facility and contains certain limited covenants which are substantially the same as the limited covenants contained in the Amended Revolving Credit Facility. All of the Uncommitted Credit Facilities are unsecured and rank equally in right of payment with the Company’s other unsecured indebtedness.

During the thirty-nine-week period ended May 31, 2025, the Company borrowed an aggregate $239,250 and repaid an aggregate $226,750 under the Credit Facilities. As of May 31, 2025 and August 31, 2024, the weighted-average interest rates on borrowings under the Credit Facilities were 5.22% and 6.24%, respectively.

Private Placement Debt

In July 2016, the Company completed the issuance and sale of $100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026; in ~~June 2018, the Company completed the issuance and sale of $20,000 aggregate principal amount of 3.79% Senior Notes, due June 11, 2025; in~~ March 2020, the Company completed the issuance and sale of $50,000 aggregate principal amount of 2.60% Senior Notes, due March 5, 2027; and, in April 2024, the Company completed the issuance and sale of $50,000 aggregate principal amount of 5.73% Senior Notes, due April 18, 2027 (collectively, the “Private Placement Debt”). Interest is payable semiannually at the fixed stated interest rates. All of the Private Placement Debt is unsecured.

Subsequent to the fiscal quarter ended May 31, 2025, the Company paid $20,000 to satisfy its obligation on the 3.79% Senior Notes, due June 11, 2025, which was funded with existing cash resources.

Covenants

Each of the Credit Facilities and the Private Placement Debt imposes several restrictive covenants. As of ~~May~~November 3129, 2025, the Company was in compliance with the operating and financial covenants of the Credit Facilities and the Private Placement Debt.

Note 109. Shareholders’ Equity

Common Stock Repurchases and Treasury Stock

In June 2021, the Board of Directors of the Company (the “Board”) terminated the existing share repurchase plan and authorized a new share repurchase plan (the “Share Repurchase Plan”) to purchase up to 5,000 shares of Class A Common Stock. There is no expiration date for the Share Repurchase Plan. As of ~~May~~November 3129, 2025, the maximum number of shares of Class A Common Stock that were available for repurchase under the Share Repurchase Plan was 1,~~413~~313 shares. The Share Repurchase Plan allows the Company to repurchase shares at any time and in any increments it deems appropriate in accordance with Rule 10b-18 under the Exchange Act.

14During the thirteen-week period ended November 29, 2025, the Company repurchased 151 shares of Class A Common stock for $12,959. From this total, 51 shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen-week period ended November 29, 2025 and the remainder were immediately retired. During the thirteen-week period ended November 30, 2024, the Company repurchased 219 shares of Class A Common Stock for $18,072. From this total, 70 shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen-week period ended November 30, 2024 and the remainder were immediately retired.

As of November 29, 2025 and August 30, 2025, the Company also recorded accruals for excise tax on share repurchases of $71, which was included in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets.

The Company reissued 12 and 14 shares of treasury stock during the thirteen-week periods ended November 29, 2025 and November 30, 2024, respectively, to fund the MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan.

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

During the thirteen- and thirty-nine-week periods ended May 31, 2025, the Company repurchased 117 shares and 494 shares, respectively, of Class A Common Stock for $8,597 and $39,138, respectively. From these totals, 2 shares and 77 shares, respectively, were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen- and thirty-nine-week periods ended May 31, 2025 and the remainder were immediately retired. During the thirteen- and thirty-nine-week periods ended June 1, 2024, the Company repurchased 200 shares and 1,742 shares, respectively, of Class A Common Stock for $18,489 and $167,166, respectively. From these totals, less than 1 share and 96 shares, respectively, were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen- and thirty-nine-week periods ended June 1, 2024 and the remainder were immediately retired.

As of May 31, 2025, August 31, 2024 and June 1, 2024, the Company also recorded accruals for excise tax on share repurchases of $172, $1,523 and $0, respectively, which was included in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets.

The Company reissued 14 shares 45 shares of treasury stock during the thirteen- and thirty-nine-week periods ended May 31, 2025, respectively, and reissued 14 shares and 41 shares of treasury stock during the thirteen- and thirty-nine-week periods ended June 1, 2024, respectively, to fund the MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan.

Dividends on Common Stock

The Company paid aggregate regular cash dividends of $20.5587 per share totaling $~~142~~48,~~252~~626 for the ~~thirty~~thirteen-~~nine-~~week period ended ~~May~~November 3129, 2025. For the ~~thirty~~thirteen-~~nine-~~week period ended ~~June~~November 130, 2024, the Company paid aggregate regular cash dividends of $20.4985 per share totaling $~~140~~47,~~695~~537.

On ~~June~~December 2518, 2025, the Board declared a regular cash dividend of $0.8587 per share, payable on ~~July~~January 2328, ~~2025~~2026, to shareholders of record at the close of business on ~~July~~January 914, ~~2025~~2026. The dividend is expected to result in aggregate payments of $4748,~~324~~549 based on the number of shares outstanding on ~~June~~December 1719, 2025.

~~Reclassification~~Note 10. Restructuring and Other Costs

InOptimization ~~the first quarter~~ of ~~fiscal year 2024, the~~ Company ~~completed its previously announced reclassification (the “Reclassification”) of the common stock to eliminate the Class B Common Stock~~Operations, ~~par~~Profitability ~~value~~Improvement ~~$0.001 per share (“Class B Common Stock”). At the closing of the Reclassification, each share of Class B Common Stock issued~~ and ~~outstanding~~Growth ~~immediately prior to the Effective Time was reclassified, exchanged and converted into 1.225 shares of Class A Common Stock.~~Acceleration

~~Note~~The 11Company continues to identify opportunities for improvements in its workforce realignment, strategy and staffing, and its focus on performance management, to ensure it has the right skill sets and number of associates to execute its long-term vision. ~~Restructuring~~As such, from time to time the Company extends voluntary and ~~Other~~involuntary ~~Costs~~severance and separation benefits to certain associates in order to facilitate its workforce realignment. During the thirteen weeks ended November 29, 2025, the Company reduced its headcount by eliminating various positions as part of its sales optimization efforts as the Company implements its refreshed go to market strategy. The Company expects this restructuring event to continue into its second fiscal quarter with additional severance and separation costs of approximately $1,500.

~~Optimization~~As part of the Company’s ~~Operations~~strategic realignment efforts to optimize its supply chain and ~~Profitability~~distribution ~~Improvement~~network and enhance operational efficiency, the Company engaged consultants beginning in fiscal year 2024 and ending in fiscal year 2025. As such, the Company incurred consulting-related costs in order to facilitate its network optimization and workforce realignment that qualify as exit and disposal costs under accounting principles generally accepted in the United States of America.

~~The~~In ~~Company~~addition, ~~continues~~from time to ~~identify~~time, ~~opportunities~~the ~~for~~Company ~~improvements~~incurs incertain ~~its~~expenses ~~workforce~~that ~~realignment,~~are ~~strategy~~an ~~and~~integral ~~staffing~~component of, and ~~its~~directly ~~focus~~contribute ~~on performance management~~to, toits ~~ensure~~restructuring itactivities, ~~has~~which ~~the~~do ~~right~~not ~~skill~~qualify ~~sets~~as exit and ~~number~~disposal ofcosts ~~associates~~under toaccounting ~~execute~~principles ~~its~~generally ~~long-term~~accepted ~~vision.~~in Asthe ~~such,~~United ~~the~~States ~~Company~~of ~~extends~~America. ~~voluntary~~These ~~and~~expenses ~~involuntary~~include ~~severance~~professional and ~~separation~~consulting-related ~~benefits~~costs todirectly ~~certain~~associated ~~associates~~with inthe ~~order~~optimization toof ~~facilitate its workforce realignment. During~~ the ~~thirteen~~Company’s ~~weeks~~operations ~~ended~~and ~~May 31,~~profitability ~~2025~~improvement, ~~the~~which ~~Company~~are ~~reduced~~also ~~its~~included ~~headcount~~in byRestructuring ~~eliminating~~and ~~various~~other ~~positions~~costs toin ~~optimize~~the ~~its~~unaudited ~~cost~~Condensed ~~structure~~Consolidated ~~and~~Statements ~~improve~~of ~~operational efficiency~~Income.

AsThe ~~part~~following oftable ~~the~~summarizes ~~Company’s~~Restructuring ~~strategic realignment efforts to optimize its supply chain~~ and ~~distribution~~other ~~network~~costs ~~and~~for ~~enhance operational efficiency,~~ the ~~Company~~thirteen-week ~~engaged~~periods ~~consultants~~ended ~~beginning~~November 29, in2025 ~~fiscal year 2024~~ and ~~continuing into fiscal year 2025. In connection with these efforts~~November 30, ~~in the second half of fiscal year~~ 2024, the Company commenced its plan to sell its Columbus CFC. As such, the Company extended voluntary and involuntary severance and separation benefits to certain associates and incurred consulting-related costs in the same period in order to facilitate its network optimization and workforce realignment that qualify as exit and disposal costs under accounting principles generally accepted in the United :


	Thirteen Weeks Ended
	November 29, 2025		November 30, 2024
Consulting-related costs	$	926	$	2,344
Associate severance and separation costs	3,892		—
Equity award acceleration costs associated with severance	52		—

Total Restructuring and other costs	$	4,870	$	2,344

Liabilities associated with Restructuring and other costs are included in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheet as of November 29, 2025. The following table

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

~~States~~summarizes ofactivity ~~America.~~related ~~During~~to ~~the~~liabilities ~~thirteen~~associated ~~weeks~~with ~~ended~~Restructuring ~~May 31, 2025, the Company disposed of the Columbus CFC~~ and, ~~after~~other ~~the settlement of certain closing~~ costs ~~and fees, recorded a loss on sale of property of $1,167, which is included in Operating expenses in the unaudited Condensed Consolidated Statement of Income~~ for the thirteen- ~~and thirty-nine-~~week ~~periods~~period ended ~~May~~November 3129, 2025.:

In addition, from time to time, the Company incurs certain expenses that are an integral component of, and directly contribute to, its restructuring activities, which do not qualify as exit and disposal costs under accounting principles generally accepted in the United States of America. These expenses include professional and consulting-related costs directly associated with the optimization of the Company’s operations and profitability improvement, which are also included in Restructuring and other costs in the unaudited Condensed Consolidated Statements of Income.


	Consulting-related costs		Associate severance and separation costs		Total
Balance at August 30, 2025	$	295	$	3,397	$	3,692
Additions	926		3,892		4,818
Payments and other adjustments	(631)		(2,323)		(2,954)
Balance at November 29, 2025	$	590	$	4,966	$	5,556

~~The~~Note ~~following~~11. ~~table~~Income ~~summarizes Restructuring and other costs for the thirteen- and thirty-nine-week periods ended May 31, 2025 and June 1, 2024:~~Taxes

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 31,2025		June 1,2024		May 31,2025		June 1,2024
Consulting-related costs	$	380	$	3,361	$	4,130	$	4,435
Associate severance and separation costs	2,176		679		2,176		6,319
Equity award acceleration costs associated with severance	124		—		124		383
Other exit-related costs	—		650		—		650
Total Restructuring and other costs	$	2,680	$	4,690	$	6,430	$	11,787

During the thirteen-week period ended November 29, 2025, there were no material changes in unrecognized tax benefits.

~~Liabilities~~The ~~associated~~Company’s ~~with~~effective ~~Restructuring~~tax ~~and~~rate ~~other~~was ~~costs~~24.3% ~~are~~for ~~included~~the inthirteen-week ~~Accrued~~period ~~expenses~~ended ~~and~~November 29, ~~other~~2025, ~~current~~as ~~liabilities~~compared into ~~the~~24.6% ~~unaudited~~for ~~Condensed~~the ~~Consolidated~~thirteen-week ~~Balance~~period ~~Sheet~~ended ~~as of May~~November 3130, ~~2025~~2024. The ~~following~~effective ~~table~~tax ~~summarizes~~rate ~~activity~~is ~~related~~higher tothan ~~liabilities~~the ~~associated~~federal ~~with~~statutory ~~Restructuring~~tax ~~and~~rate ~~other~~primarily ~~costs~~due ~~for~~to ~~the~~state ~~thirty-nine~~taxes. ~~week period ended May 31, 2025:~~

	Consulting-related costs		Associate severance and separation costs		Other exit-related costs		Total
Balance at August 31, 2024	$	359	$	697	$	180	$	1,236
Additions	4,130		2,176		—		6,306
Payments and other adjustments	(4,489)		(831)		(180)		(5,500)
Balance at May 31, 2025	$	—	$	2,042	$	—	$	2,042

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was passed in the United States. This act introduces significant changes to United States federal tax law, including making certain provisions of the Tax Cuts and Jobs Act of 2017 permanent and introducing new measures impacting corporate taxation. The OBBBA contains a number of tax provisions including, but not limited to, immediate expensing of domestic research and experimental expenditures and bonus depreciation modifications. These tax provisions apply to our fiscal year 2025 and future periods. The Company is in the process of analyzing its tax elections under the OBBBA however we do not expect these elections to have a material impact on the fiscal year 2026 effective tax rate.

Note 12. ~~Income~~Legal ~~Taxes~~Proceedings

During the thirty-nine-week period ended May 31, 2025, there were no material changes in unrecognized tax benefits.

The Company’s effective tax rate was 24.4% for the thirty-nine-week period ended May 31, 2025, as compared to 24.2% for the thirty-nine-week period ended June 1, 2024. The effective tax rate is higher than the federal statutory tax rate primarily due to state taxes.

Note 13. Legal Proceedings

In the ordinary course of business, there are various claims, lawsuits and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters, both individually and in aggregate, is currently not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

16On March 14, 2025, a complaint was filed in the Supreme Court of the State of New York, County of New York by Macomb County Retiree Health Care Fund (“MCRHC”) against the Company and certain officers, directors and shareholders of the Company (the “Macomb Litigation”). In June 2025, MCRHC filed an amended complaint. The amended complaint alleges, among other things, breaches of fiduciary duties for actions related to the Reclassification (as defined below) and seeks disgorgement, unspecified damages, costs and expenses and such other relief as the court may deem proper. On November 14, 2025, the Company's motion to dismiss the amended complaint was denied. As a result, the Macomb Litigation is continuing while the Company continues to vigorously defend itself. While at this time the ultimate cost to resolve this matter is not reasonably estimable, we have incurred, and may be required in the future to incur further, legal fees and other expenses related to the Macomb Litigation.

13. Segment Reporting

The Company operates in one operating and reportable segment which aligns with the Company’s go to market strategy as a leading North American distributor of a broad range of industrial products and services. The Company serves a large number of customers in diverse industries through the sale of products and services in categories such as metalworking, MRO, Class C Consumables and OEM. Substantially all of the Company's revenues and long-lived assets are from or in the United States. In accordance with FASB ASU 2023-07, operating segments are sections of the business with separate financial information that is regularly reviewed by the chief operating decision maker ("CODM") in assessing company performance and allocation of resources. As of November 29, 2025, The Company's CODM duties are shared by

MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Inour ~~addition~~Chief toExecutive ~~the~~Officer ~~matters~~and ~~referred~~President to& ~~above,~~Chief onOperating ~~March~~Officer. ~~14,~~Effective ~~2025,~~January ~~a complaint was filed in the Supreme Court of the State of New York~~1, ~~County of New York by Macomb County Retiree Health Care Fund (“MCRHC”) against the Company and certain officers~~2026, ~~directors and shareholders of~~ the Company.'s ~~The~~CODM ~~action~~ is ~~purportedly~~our ~~brought~~President by& ~~MCRHC~~Chief ~~individually,~~Executive ~~and on behalf of others similarly situated, as a class action or in the alternative, as a derivative action on behalf of the Company~~Officer. The ~~complaint~~CODM ~~alleges,~~regularly ~~among~~reviews ~~other~~consolidated ~~things,~~operating ~~breaches~~margin ofand ~~fiduciary~~net ~~duties~~income ~~for actions related~~ to ~~the~~assess ~~Reclassification~~Company ~~and seeks disgorgement~~performance, ~~unspecified~~drive ~~damages~~growth, ~~costs~~ and ~~expenses~~allocate ~~and~~resources ~~such~~to ~~other~~strategic ~~relief~~priorities. asThe ~~the~~CODM ~~court~~reviews ~~may~~total ~~deem~~assets ~~proper.~~at ~~At this time,~~ the ~~ultimate~~consolidated ~~cost~~level to ~~resolve~~make ~~this~~significant ~~matter~~capital isexpenditure ~~not~~decisions ~~reasonably~~for ~~estimable, however~~ the Company ~~believes it has substantial defenses to the alleged claims and intends to vigorously defend itself~~.

17The following table presents selected financial information regarding the Company's single reportable segment for the thirteen-week periods ended November 29, 2025 and November 30, 2024:


	Thirteen Weeks Ended
	November 29, 2025		November 30, 2024
Net sales	$	965,684	$	928,484
Cost of goods sold	573,007		550,297
Payroll and payroll-related costs	174,508		173,690
Freight expense	36,394		37,485
Depreciation and amortization	24,621		21,187
Restructuring and other costs	4,870		2,344
Other segment items (1)	76,045		71,201
Income from operations	76,239		72,280
Operating Margin	7.9%		7.8%
Other Income (Expense)
Interest expense	(5,416)		(6,075)
Interest income	275		341
Other expense, net (2)	(3,584)		(5,944)
Income before provision for income taxes	67,514		60,602
Provision for income taxes	16,406		14,908
Net income	$	51,108	$	45,694

(1) Other segment items consists primarily of professional fees, software and hardware costs, auto expenses, advertising expenses, stock-based compensation and other selling, general, and administrative expenses

(2) Other expense, net is primarily composed of fees related to the Company's securitization agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is intended to update the information contained in MSC Industrial Direct Co., Inc.’s (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC,” “MSC Industrial,” the “Company,” “we,” “us” or “our”) Annual Report on Form 10-K for the fiscal year ended August 3130, ~~2024~~2025 and presumes that readers have access to, and will have read, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II of such Annual Report on Form 10-K.

Our Business

MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services. We help our customers drive greater productivity, profitability and growth with inventory management and other supply chain solutions and deep expertise from more than 80 years of working with customers across industries. We offer approximately 2.45 million active, saleable stock-keeping units through our ~~catalogs; our brochures; our~~ E-commerce channels, including our website, www.mscdirect.com (the “MSC website”); our inventory management solutions; our catalogs; our brochures; and our customer care centers, customer fulfillment centers (“CFCs”), regional inventory centers and warehouses. We service our customers from five CFCs, nine regional inventory centers, 3937 warehouses, and five manufacturing locations. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers and diversify our customer base.

Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our customer’s needs. Many of our products are carried in stock, and orders for these in-stock products are typically fulfilled the day on which the order is received. We focus on offering inventory, process and procurement solutions that reduce supply chain costs and improve plant floor productivity for our customers. We aim to achieve ongoing cost reductions throughout our business by implementing cost-saving strategies and leveraging our existing infrastructure. Additionally, we provide our customers with further procurement cost-saving solutions through technologies such as our Vendor Managed Inventory (“VMI”), Customer Managed Inventory (“CMI”) and vending programs — helping reduce downtime and ensure critical products are available when and where they are needed. Our vending machines in service totaled 2830,~~741~~177 as of ~~May~~November 3129, 2025, compared to 2627,~~438~~747 as of ~~June~~November 130, 2024, and our In-Plant programs totaled ~~399~~418 locations as of ~~May~~November 3129, 2025, compared to ~~325~~369 as of ~~June~~November 130, 2024. Our sales force, which focuses on a more complex and high-touch role, drives value for our customers by enabling them to achieve higher levels of growth, profitability and productivity. Our field sales and service associate headcount was 2,~~721~~631 as of ~~May~~November 3129, 2025, compared to 2,~~664~~723 as of ~~June~~November 130, 2024.

Highlights

Highlights during the ~~thirty-nine~~thirteen weeks ended ~~May~~November 3129, 2025 include:

•We generated $~~253~~29.54 million of cash from operations, compared to $~~303~~101.49 million for the same period in the prior fiscal year.

•We had net borrowings of $1245.50 million on our credit facilities and private placement debt, compared to net borrowings of $5011.08 million for the same period in the prior fiscal year.

•We paid out an aggregate $~~142~~48.36 million in regular cash dividends, compared to an aggregate $~~140~~47.75 million in regular cash dividends for the same period in the prior fiscal year.

•We repurchased $3913.10 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), excluding excise taxes, compared to $~~167~~18.21 million for the same period in the prior fiscal year. The higher share repurchase volume in the prior year was primarily due to repurchases to offset the share dilution resulting from the reclassification of the Company’s common stock to eliminate the Class B Common Stock (the “Reclassification”).

•We ~~disposed~~incurred of$4.9 million ~~our~~in ~~customer~~Restructuring ~~fulfillment~~and ~~center~~other ~~in Columbus~~costs, ~~Ohio~~compared ~~(the~~to ~~“Columbus CFC”) with a sales price of~~ $322.0 3 million, ~~which~~for ~~resulted~~the same period in athe ~~loss~~prior onfiscal ~~sale~~year, ofconsisting ~~property~~primarily of ~~approximately~~current ~~$1.2~~year ~~million~~severance ~~after~~and ~~the~~separation ~~settlement~~costs ofassociated ~~certain~~with ~~closing~~the ~~costs~~Company’s ~~and~~sales ~~fees.~~optimization ~~See~~efforts ~~Note~~as 8,well ~~“Property,~~as ~~Plant~~consulting-related ~~and~~costs ~~Equipment”~~ in the ~~Notes~~current toand ~~Condensed~~prior ~~Consolidated~~fiscal ~~Financial Statements for additional information~~year.

Our Strategy

The first phase of our Company-wide initiative, referred to as “Mission Critical,” focused on market share capture and improved profitability. We successfully executed on the first phase of Mission Critical initiatives at the end of fiscal year 2023, which included solidifying our market-leading metalworking business, with an emphasis on selling our product portfolio, expanding our solutions, improving our digital and E-commerce capabilities and diversifying our customers and end-markets. The next phase of our ~~mission~~Mission ~~critical~~Critical journey, which began in fiscal year 2024, is anchored in three pillars: (i) maintaining the momentum of the first phase of the ~~mission~~Mission ~~critical~~Critical program and our existing growth drivers, (ii) increasing our focus on both core customers and OEM fasteners, and (iii) driving productivity improvements and reducing operating expenses as a percentage of net sales. To accomplish the next phase of our Mission Critical journey, we intend to

1817

~~operating expenses as a percentage of net sales. To accomplish the next phase of our mission critical journey, we intend to~~ leverage investments in advanced analytics to improve supply chain performance, ~~maintain momentum from our category line reviews~~ and upgrade our digital core to unlock productivity within our order-to-cash and procure-to-pay processes. In fiscal year 2024, we completed our web price realignment initiative,. ~~and,~~In ~~just before the conclusion of the second quarter of~~ fiscal year 2025, we launched our enhanced marketing efforts, ~~and~~ rolled out several E-commerce enhancements and began our sales optimization initiative, ~~including~~which aincluded ~~streamlined~~investment ~~cart~~in ~~and~~an ~~checkout~~enhanced, ~~process~~data-driven ~~and~~territory ~~improved~~model ~~product~~to ~~discovery~~optimize ~~functions~~field seller portfolios. The Company continued its sales optimization efforts in the first quarter of fiscal year 2026.

Our primary objective is to grow sales profitably while offering our customers highly technical and high-touch solutions to solve their most complex challenges on the plant floor. We have experienced success to date as measured by the growth rates of our high-touch programs, such as vending and in-plant programs, and the rate of new customer implementations. Our strategy is to position ourselves as a mission-critical partner to our customers. We intend to selectively pursue strategic acquisitions that expand or complement our business in new and existing markets or further enhance the value and offerings we provide.

Business Environment

The United States economy has experienced various macroeconomic pressures in recent years including anpricing ~~elevated~~pressure ~~inflationary~~from ~~environment~~tariffs and inflation, sustained high interest rates and general economic and political uncertainty. ~~More~~The ~~recently,~~impact ~~new~~from tariffs was most significant in the latter half of the Company's fiscal year 2025 and ~~expanded~~has ~~tariffs~~continued ~~have~~into ~~contributed~~the first quarter of fiscal year 2026. Furthermore, as a supplier to ~~heightened~~the ~~macroeconomic~~United ~~uncertainty~~States federal government, the federal government shutdown, which lasted from October 1, 2025 through November 12, 2025, negatively impacted sales to our public sector end-market during the first quarter of fiscal year 2026. ~~Such~~These pressures have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations.

We utilize various indices when evaluating the level of our business activity, including the Industrial Production (“IP”) Index. Through statistical analysis, we have found that trends in our customers’ activity have correlated to changes in the IP Index. The IP Index measures short-term changes in industrial production. Growth in the IP Index compared to the prior quarter indicates growth in the manufacturing, mining and utilities industries. Approximately 67% of our revenues came from sales in the manufacturing sector during ~~each of~~ the thirteen- ~~and thirty-nine-~~week ~~periods~~period ended ~~May~~November 3129, 2025. ~~The~~After giving effect to the annual technical revisions to calculations of the IP Index which occurred in November 2025, the IP Index over the three months ended ~~May~~November 2025 and the average for the three- and 12-month periods ended ~~May~~November 2025 were as follows:

Period						IP Index
March						103.7
September						101.7
April						103.8
October						101.6
May						103.6
November						101.8
Fiscal Year 2025 Q3 Average						103.7
Fiscal Year 2026 Q1 Average						101.7
12-Month Average						~~103~~101.12

The average IP Index for the three months ended ~~May~~November 2025 was ~~103~~101.7, ~~mostly~~ flat compared to the prior quarter average of ~~103~~101.67 and an increase from an average of 99.5 during the comparative quarter in the prior year ~~average of 102~~.7.

During the ~~third~~first quarter of fiscal year ~~2025~~2026, the Company ~~continued~~experienced toa ~~experience~~more ~~soft~~stable demand ~~for~~environment ~~the~~compared ~~products~~to ~~and~~much ~~services~~of itfiscal ~~offers~~year 2025. ~~This~~The ~~soft demand was felt more acutely in the~~ heavy manufacturing industry, which represented 58% of our revenues during the thirteen-week period ended ~~May~~November 3129, 2025., ~~The~~showed IPsigns ~~index~~of ~~for~~expansion. ~~certain~~Several ~~end-markets~~IP ~~such~~subindexes, asin particular Aerospace, ~~and~~improved, ~~Machinery~~while ~~and Equipment indicates improvement; however~~others, ~~others~~ such as Automotive, ~~and~~signaled ~~Fabricated~~contraction. ~~Metals~~Non-manufacturing ~~continue~~demand, toin ~~show~~particular ~~contraction for~~ the ~~third~~Company’s ~~quarter~~public ofsector ~~fiscal year 2025. Despite moderate improvement in certain~~ end-~~markets~~market, ~~the~~was ~~demand~~hampered ~~environment~~by ~~for~~ the ~~Company’s~~federal ~~products~~government ~~was~~shutdown ~~softer~~which ~~than~~resulted ~~the~~in ~~demand~~lower ~~environment~~sales ~~for~~volumes ~~the~~in ~~economy~~October asand aNovember. ~~whole,~~We ~~which~~will wemonitor ~~believe~~the iscurrent ~~due~~economic toconditions for the ~~concentration~~impact ofon ~~the~~our ~~Company’s~~ customers inand ~~these~~markets and ~~other~~assess ~~subindex~~both ~~industries,~~risks ~~which~~and ~~lagged~~opportunities ~~the~~that IPmay ~~index~~affect asour abusiness ~~whole~~and operations.

~~We will monitor the current economic conditions for the impact on our customers and markets and assess both risks and opportunities that may affect our business and operations.~~18

19Thirteen-Week Period Ended November 29, 2025 Compared to the Thirteen-Week Period Ended November 30, 2024

Thirteen-Week Period Ended May 31, 2025 Compared to the Thirteen-Week Period Ended June 1, 2024

The table below summarizes the Company’s results of operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:

	Thirteen Weeks Ended
	May 31, 2025				June 1, 2024				Change
	November 29, 2025				November 30, 2024				Change
	$		%		$		%		$		%
Net sales	$	~~971~~965,~~145~~684	100.0	%	$	~~979~~928,~~350~~484	100.0	%	$	(837,~~205)~~200	(04.8)0	%
Cost of goods sold	573,~~406~~007		59.03	%	~~578~~550,~~903~~297		59.13	%	(522,~~497)~~710		(04.9)1	%
Gross profit	~~397~~392,~~739~~677		4140.07	%	~~400~~378,~~447~~187		40.97	%	(214,~~708)~~490		(03.7)8	%
Operating expenses	~~312~~311,~~324~~568		32.23	%	~~288~~303,~~991~~563		2932.57	%	238,~~333~~005		82.16	%
Restructuring and other costs	24,~~680~~870		0.35	%	42,~~690~~344		0.53	%	(2,~~010)~~526		~~(42~~107.9)8	%
Income from operations	8276,~~735~~239		87.59	%	~~106~~72,~~766~~280		107.98	%	~~(24~~3,~~031)~~959		~~(22~~5.5)	%
Total other expense	(78,~~621~~725)		(0.89)	%	(11,~~430~~678)		(1.23)	%	32,~~809~~953		(3325.3)	%
Income before provision for income taxes	7567,~~114~~514		7.70	%	9560,~~336~~602		96.75	%	~~(20~~6,~~222)~~912		~~(21~~11.2)4	%
Provision for income taxes	1816,~~253~~406		1.97	%	2414,~~024~~908		21.56	%	(51,~~771)~~498		~~(24~~10.0)	%
Net income	5651,~~861~~108		5.93	%	7145,~~312~~694		74.39	%	~~(14~~5,~~451)~~414		~~(20~~11.3)8	%
Less: Net income (loss) attributable to noncontrolling interest	16		0.0	%	(393)		0.0	%	409		(104.1)	%
Less: Net loss attributable to noncontrolling interest	(696)		(0.1)	%	(929)		(0.1)	%	233		(25.1)	%
Net income attributable to MSC Industrial	$	5651,~~845~~804	5.94	%	$	7146,~~705~~623	75.30	%	$	~~(14~~5,~~860)~~181	~~(20~~11.7)1	%

Net Sales

Net sales ~~decreased~~increased 04.80%, or $837.2 million, to $~~971~~965.17 million for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to $~~979~~928.45 million for the same period in the prior fiscal year. The $837.2 million ~~decrease~~increase in net sales was comprised of ~~$20.4 million~~a ofpositive ~~lower~~impact ~~sales~~from ~~volume~~pricing ~~and~~of $139.0 million ofand ~~unfavorable~~favorable foreign exchange impact of $1.0 million, partially offset by $52.5 8 million of ~~net~~lower sales ~~from~~volume, ~~our~~which ~~fiscal~~was ~~year~~primarily ~~2024~~driven ~~acquisitions~~by ~~and~~the afederal ~~positive~~government $7shutdown.~~7 million~~ ~~impact~~The ~~from~~positive pricing, impact was inclusive of changes in customer and product mix, discounting, favorable tariff-related pricing actions and other items. Of the $837.2 million ~~decrease~~increase in net sales during the thirteen-week period ended ~~May~~November 3129, 2025, sales to our ~~national~~core ~~account~~and other customers ~~decreased~~increased $631.29 million, sales to our ~~core~~national ~~and~~account ~~other~~ customers ~~decreased~~increased $49.08 million and sales to our public sector customers ~~increased~~decreased $24.05 million.

2019

The table below shows, among other things, the change in our average daily sales (“ADS”) by total Company, by customer end-market and by customer type for the thirteen-week periods ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024, each as compared to the same period in the prior fiscal year:

ADS Percentage Change

(Unaudited)

	Thirteen Weeks Ended
	May 31, 2025			June 1, 2024
	November 29, 2025			November 30, 2024
Net Sales (in thousands)	$	~~971~~965,~~145~~684		$	~~979~~928,~~350~~484
Sales Days	6462			6462
ADS (1) (in millions)	$	15.26		$	15.30
Total Company ADS Percent Change (2)	(04.8)0		%	(72.17)		%
Customer End-Market:
Manufacturing Customers ADS Percent Change (2)(3)	0.0		%	(6.3)		%
Manufacturing Customers ADS Percent Change (2)	5.4		%	(4.9)		%
Manufacturing Customers Percent of Total Net Sales(3)	67		%	67		%
Manufacturing Customers Percent of Total Net Sales	67		%	66		%
Non-Manufacturing Customers ADS Percent Change (2)(3)	(2.4)		%	(8.7)		%
Non-Manufacturing Customers ADS Percent Change (2)	1.3		%	2.0		%
Non-Manufacturing Customers Percent of Total Net Sales(3)	33		%	33		%
Non-Manufacturing Customers Percent of Total Net Sales	33		%	34		%
Customer Type:
National Account Customers ADS Percent Change (2)(4)	(1.7)		%	0.3		%
National Account Customers ADS Percent Change (2)	2.9		%	(1.6)		%
National Account Customers Percent of Total Net Sales (4)	37		%	37		%
National Account Customers Percent of Total Net Sales	37		%	37		%
Public Sector Customers ADS Percent Change (2)(4)	2.4		%	(26.3)		%
Public Sector Customers ADS Percent Change (2)	(5.2)		%	9.8		%
Public Sector Customers Percent of Total Net Sales (4)	9		%	9		%
Public Sector Customers Percent of Total Net Sales	9		%	9		%
Core and Other Customers ADS Percent Change (2)(4)	(0.8)		%	(7.8)		%
Core and Other Customers ADS Percent Change (2)	6.4		%	(5.3)		%
Core and Other Customers Percent of Total Net Sales (4)	54		%	54		%
Core and Other Customers Percent of Total Net Sales	54		%	54		%

(1)ADS is calculated using the number of business days in the United States for the periods indicated. The Company believes ADS is a key performance indicator because it shows the effectiveness of the Company’s selling performance on a consistent basis between periods.

(2)Percent reflects the change from the ~~2024~~2025 fiscal period to the ~~2025~~2026 fiscal period and the change from the ~~2023~~2024 fiscal period to the ~~2024~~2025 fiscal period, respectively.

~~(3)Includes~~We ~~changes~~believe inthat ~~customer~~our ~~end-market~~ability ~~classifications~~to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a ~~result~~competitive ofadvantage ~~the~~over ~~transition~~smaller ~~from~~suppliers. ~~the~~Sales ~~Standard~~made ~~Industrial~~through ~~Classification~~our ~~(SIC)~~E-commerce toplatforms, ~~the~~including ~~North~~sales ~~American~~made ~~Industry~~through ~~Classification~~Electronic ~~System~~Data Interchange (~~NAICS~~“EDI”) insystems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 64.2% of consolidated net sales for the ~~first~~thirteen-week ~~quarter~~period ended November 29, 2025, as compared to 63.7% of consolidated net sales for the same period in the prior fiscal year ~~2025~~.

(4)Includes reclassifications of certain customers during fiscal year 2024, primarily between national account customers and core and other customers.

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through Electronic Data Interchange (“EDI”) systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.7% of consolidated net sales for the thirteen-week period ended May 31, 2025, as compared to 63.3% of consolidated net sales for the same period in the prior fiscal year.

Gross Profit

Gross profit of $~~397~~392.7 million for the thirteen-week period ended ~~May~~November 3129, 2025 ~~decreased~~increased $214.75 million, or 03.78%, compared to the same period in the prior fiscal year. Gross profit margin was 4140.07% for the thirteen-week period ended ~~May~~November 3129, 2025, aswhich ~~compared~~was flat to ~~40.9% for~~ the same period in the prior fiscal year. The ~~decrease in gross profit was primarily a result of lower sales volume, as described above. The~~ increase in gross profit ~~margin~~ was ~~primarily a result of favorable pricing actions as a resu~~

2120

ltprimarily a result of ~~tariff-driven~~an ~~product~~increase ~~cost~~in ~~inflation~~net ~~concerns~~sales, ~~which~~as ~~also~~described ~~offset~~above, ~~lower~~while gross profit ~~margins~~margin ~~from~~remained ~~recent~~comparable ~~acquisitions~~to the prior year period.

Operating Expenses

Operating expenses increased 82.16%, or $238.30 million, to $~~312~~311.36 million for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to $~~289~~303.06 million for the same period in the prior fiscal year. Operating expenses were 32.23% of net sales for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to 2932.57% for the same period in the prior fiscal year. The increase in Operating expenses was primarily a result of advertising expense and ~~Operating~~higher depreciation and amortization expense. The decrease in operating expenses as a percentage of net sales was primarily due to ~~higher~~growth ~~payroll~~in ~~and~~net ~~payroll-related~~sales ~~costs~~outpacing ~~and~~the ~~investments~~increase ~~supporting~~in ~~our~~Operating ~~solutions growth~~expenses.

Payroll and payroll-related costs ~~for the thirteen-week period ended May 31~~, ~~2025 were 56.1% of total Operating expenses, as compared to 55.4% for the same period in the prior fiscal year. Payroll and payroll-related costs,~~ which include salary, incentive compensation, sales commission and fringe benefit costs, ~~increased~~were $15174.15 million, or 56.0% of total Operating expenses, for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to $173.7 ~~The~~million, ~~majority~~or 57.2% of ~~this~~total ~~increase~~Operating ~~compared~~expenses, tofor the same period in the prior fiscal year ~~was due to higher incentive compensation, as well as higher salary expenses from our annual merit increases~~.

Freight expense was $4036.94 million for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to $37.45 million for the same period in the prior fiscal year. The primary driver of the ~~increase~~decrease was ~~higher~~favorable third-party shipping rates ~~incurred~~achieved ~~while~~through ~~servicing~~our ~~certain~~network ~~customers~~optimization ~~in the public sector~~initiatives.

Depreciation and amortization was $24.6 million for the thirteen-week period ended November 29, 2025, as compared to $21.2 million for the same period in the prior fiscal year. The primary drivers of the increase in depreciation and amortization were increased capital expenditures related to E-commerce and digital initiatives.

Advertising expense was $14.2 million for the thirteen-week period ended November 29, 2025, as compared to $10.9 million for the same period in the prior fiscal year. The primary driver of the increase was higher search engine marketing spend as part of the Company's enhanced marketing efforts which began in fiscal year 2025.

Restructuring and Other Costs

We incurred $24.79 million in Restructuring and other costs for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to $42.73 million for the same period in the prior fiscal year. The ~~decrease~~increase was primarily ~~due to a reduction in consulting-~~related ~~costs associated with the Company’s strategic realignment efforts~~ to ~~optimize~~higher ~~its~~severance ~~supply chain~~ and ~~distribution~~separation ~~network,~~benefits ~~partially~~related ~~offset~~to byheadcount anreduction ~~increase~~actions induring ~~associate~~the ~~severance and separation costs~~period. See Note 1110, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Income from Operations

Income from operations ~~decreased~~increased 225.5%, or $244.0 million, to $8276.72 million for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to $~~106~~72.83 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales ~~decreased~~increased to 87.59% for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to 107.98% for the same period in the prior fiscal year. The ~~decrease~~increase in income from operations as a percentage of net sales was primarily attributable to, as described above, ana ~~increase~~decrease in Operating expenses as a percentage of net sales during the thirteen-week period ended ~~May~~November 3129, 2025.

Total Other Expense

Total other expense decreased 3325.3%, or $3.80 million, to $78.67 million for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to $11.47 million for the same period in the prior fiscal year. The decrease was primarily due to ~~lower~~the ~~interest~~impact ~~costs~~of onprior ~~our~~year ~~Credit~~realized ~~Facilities,~~and ~~lower~~unrealized ~~fees~~losses ~~incurred~~on ~~associated~~foreign ~~with~~exchange ~~the~~as ~~Receivables~~well ~~Purchase~~as ~~Agreement~~lower ~~entered~~interest ~~into~~costs ~~during~~on ~~fiscal~~our ~~year~~Credit ~~2023~~Facilities and ~~the~~lower ~~impact~~fees ofincurred ~~realized~~associated ~~and~~with ~~unrealized~~the ~~gains~~Receivables onPurchase ~~foreign exchange~~Agreement.

Provision for Income Taxes

The Company’s effective tax rate for the thirteen-week period ended ~~May~~November 3129, 2025 was 24.3%, as compared to 2524.26% for the same period in the prior fiscal year. ~~The decrease in the effective tax rate was primarily due to non-deductibility of certain transaction costs associated with the Reclassification in the prior fiscal year.~~

Net Income

The factors which affected net income for the thirteen-week period ended ~~May~~November 3129, 2025, as compared to the same period in the prior fiscal year, have been discussed above.

Thirty-Nine-Week Period Ended May 31, 2025 Compared to the Thirty-Nine-Week Period Ended June 1, 2024

The table below summarizes the Company’s results of operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:

	Thirty-Nine Weeks Ended
	May 31, 2025				June 1, 2024				Change
	$		%		$		%		$		%
Net sales	$	2,791,346	100.0	%	$	2,868,667	100.0	%	$	(77,321)	(2.7)	%
Cost of goods sold	1,650,190		59.1	%	1,686,492		58.8	%	(36,302)		(2.2)	%
Gross profit	1,141,156		40.9	%	1,182,175		41.2	%	(41,019)		(3.5)	%
Operating expenses	917,465		32.9	%	870,859		30.4	%	46,606		5.4	%
Restructuring and other costs	6,430		0.2	%	11,787		0.4	%	(5,357)		(45.4)	%
Income from operations	217,261		7.8	%	299,529		10.4	%	(82,268)		(27.5)	%
Total other expense	(29,832)		(1.1)	%	(32,920)		(1.1)	%	3,088		(9.4)	%
Income before provision for income taxes	187,429		6.7	%	266,609		9.3	%	(79,180)		(29.7)	%
Provision for income taxes	45,727		1.6	%	64,604		2.3	%	(18,877)		(29.2)	%
Net income	141,702		5.1	%	202,005		7.0	%	(60,303)		(29.9)	%
Less: Net loss attributable to noncontrolling interest	(1,080)		0.0	%	(897)		0.0	%	(183)		20.4	%
Net income attributable to MSC Industrial	$	142,782	5.1	%	$	202,902	7.1	%	$	(60,120)	(29.6)	%

Net Sales

Net sales decreased 2.7%, or $77.3 million, to $2,791.3 million for the thirty-nine-week period ended May 31, 2025, as compared to $2,868.7 million for the same period in the prior fiscal year. The $77.3 million decrease in net sales was comprised of $97.0 million of lower sales volume and $6.5 million of unfavorable foreign exchange impact, partially offset by $21.0 million of net sales from fiscal year 2024 acquisitions and a $5.2 million positive impact from pricing, inclusive of changes in customer and product mix, discounting and other items. Of the $77.3 million decrease in net sales during the thirty-nine-week period ended May 31, 2025, sales to our core and other customers decreased $66.4 million, sales to our national account customers decreased $30.4 million and sales to our public sector customers increased $19.5 million.

The table below shows, among other things, the change in our ADS by total Company, by customer end-market and by customer type for the thirty-nine-week periods ended May 31, 2025 and June 1, 2024, each as compared to the same period in the prior fiscal year:

ADS Percentage Change

(Unaudited)

	Thirty-Nine Weeks Ended
	May 31, 2025			June 1, 2024
Net Sales (in thousands)	$	2,791,346		$	2,868,667
Sales Days	189			189
ADS (1) (in millions)	$	14.8		$	15.2
Total Company ADS Percent Change (2)	(2.7)		%	(3.5)		%
Customer End-Market:
Manufacturing Customers ADS Percent Change (2)(3)	(3.3)		%	(4.9)		%
Manufacturing Customers Percent of Total Net Sales (3)	67		%	68		%
Non-Manufacturing Customers ADS Percent Change (2)(3)	(1.4)		%	(0.6)		%
Non-Manufacturing Customers Percent of Total Net Sales (3)	33		%	32		%
Customer Type:
National Account Customers ADS Percent Change (2)(4)	(2.9)		%	3.3		%
National Account Customers Percent of Total Net Sales (4)	37		%	37		%
Public Sector Customers ADS Percent Change (2)(4)	8.1		%	(9.0)		%
Public Sector Customers Percent of Total Net Sales (4)	9		%	8		%
Core and Other Customers ADS Percent Change (2)(4)	(4.2)		%	(6.8)		%
Core and Other Customers Percent of Total Net Sales (4)	54		%	55		%

(2)Percent reflects the change from the 2024 fiscal period to the 2025 fiscal period and the change from the 2023 fiscal period to the 2024 fiscal period, respectively.

(3)Includes changes in customer end-market classifications as a result of the transition from the Standard Industrial Classification (SIC) to the North American Industry Classification System (NAICS) in the first quarter of fiscal year 2025.

(4)Includes reclassifications of certain customers during fiscal year 2024, primarily between national account customers and core and other customers.

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through EDI systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.7% of consolidated net sales for the thirty-nine-week period ended May 31, 2025, as compared to 63.2% of consolidated net sales for the same period in the prior fiscal year.

Gross Profit

Gross profit of $1,141.2 million for the thirty-nine-week period ended May 31, 2025 decreased $41.0 million, or 3.5%, compared to the same period in the prior fiscal year. Gross profit margin was 40.9% for the thirty-nine-week period ended May 31, 2025, as compared to 41.2% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The decrease in gross profit margin was primarily a result of higher inventory cost and customer mix, as our sales to national account and public sector customers typically transact at lower gross profit margins than the business as a whole. Recent acqu

isitions also presented an additional headwind for gross profit margin.

Operating Expenses

Operating expenses increased 5.4%, or $46.6 million, to $917.5 million for the thirty-nine-week period ended May 31, 2025, as compared to $870.9 million for the same period in the prior fiscal year. Operating expenses were 32.9% of net sales for the thirty-nine-week period ended May 31, 2025, as compared to 30.4% for the same period in the prior fiscal year. The increase in Operating expenses and Operating expenses as a percentage of net sales primarily was due to higher payroll and payroll-related costs and investments supporting our digital initiatives and solutions growth.

Payroll and payroll-related costs for the thirty-nine-week period ended May 31, 2025 were 56.9% of total Operating expenses, as compared to 56.4% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission, and fringe benefit costs, increased $30.8 million for the thirty-nine-week period ended May 31, 2025. The majority of this increase compared to the same period in the prior fiscal year was due to higher incentive compensation as well as higher salary expenses from our annual merit increases.

Freight expense was $114.1 million for the thirty-nine-week period ended May 31, 2025, as compared to $111.3 million for the same period in the prior fiscal year. The primary driver of the increase was higher shipping rates incurred while servicing certain customers in the public sector.

Restructuring and Other Costs

We incurred $6.4 million in Restructuring and other costs for the thirty-nine-week period ended May 31, 2025, as compared to $11.8 million for the same period in the prior fiscal year. The decrease was primarily due to a decrease in associate severance and separation costs. See Note 11, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Income from Operations

Income from operations decreased 27.5%, or $82.3 million, to $217.3 million for the thirty-nine-week period ended May 31, 2025, as compared to $299.5 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 7.8% for the thirty-nine-week period ended May 31, 2025, as compared to 10.4% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, a decrease in gross profit margin and an increase in Operating expenses as a percentage of net sales during the thirty-nine-week period ended May 31, 2025.

Total Other Expense

Total other expense decreased 9.4%, or $3.1 million, to $29.8 million for the thirty-nine-week period ended May 31, 2025, as compared to $32.9 million for the same period in the prior fiscal year. The decrease was primarily due to lower interest costs on our Credit Facilities and lower fees incurred associated with the Receivables Purchase Agreement entered into during fiscal year 2023.

Provision for Income Taxes

The Company’s effective tax rate for the thirty-nine-week period ended May 31, 2025 was 24.4%, as compared to 24.2% for the same period in the prior fiscal year.

Net Income

The factors which affected net income for the thirty-nine-week period ended May 31, 2025, as compared to the same period in the prior fiscal year, have been discussed above.

Liquidity and Capital Resources

May 31,2025

August 31,2024

$ Change

November 29,2025

August 30,2025

$ Change

(In thousands)

Total debt

~~521~~530,~~033~~967

~~508~~485,~~764~~699

1245,~~269~~268

Less: Cash and cash equivalents

7140,~~692~~254

2956,~~588~~228

42(15,~~104~~974)

Net debt

~~449~~490,~~341~~713

~~479~~429,~~176~~471

~~(29~~61,~~835)~~242

Total shareholders’ equity

1,~~375~~382,~~565~~827

1,~~401~~396,~~282~~502

(2513,~~717~~675)

As of ~~May~~November 3129, 2025, we had $7140.73 million in cash and cash equivalents, substantially all with well-known financial institutions. Historically, our primary financing needs have been to fund our working capital requirements necessitated by our sales growth and the costs of acquisitions, new products, new facilities, facility expansions, investments in vending solutions, technology investments, and productivity investments. Cash generated from operations, together with borrowings under our credit facilities and net proceeds from the private placement notes, have been used to fund these needs, to repurchase shares of Class A Common Stock from time to time, and to pay dividends to our shareholders.

As of ~~May~~November 3129, 2025, total borrowings outstanding, representing amounts due under our credit facilities and notes, as well as all finance leases and financing arrangements, were $~~521~~531.0 million, net of unamortized debt issuance costs of $01.5 million, as compared to total borrowings outstanding of $~~508~~485.87 million, net of unamortized debt issuance costs of $01.85 million, as of the end of fiscal year ~~2024~~2025. The increase in total borrowings outstanding was driven by higher net borrowings under our credit facilities. See Note 98, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

We believe, based on our current business plan, that our existing cash, financial resources and cash flow from operations will be sufficient to fund anticipated capital expenditures and operating cash requirements for at least the next 12 months. We will continue to evaluate our financial position in light of future developments and to take appropriate action as it is warranted.

The table below summarizes certain information regarding the Company’s cash flows for the periods indicated:

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	May 31,2025		June 1,2024
	November 29,2025		November 30,2024
	(In thousands)
Net cash provided by operating activities	$	~~253~~29,~~461~~411	$	~~303~~101,~~433~~868
Net cash used in investing activities	(4121,~~563~~189)		(8320,~~213~~408)
Net cash used in financing activities	(~~169~~23,~~598~~936)		(~~244~~53,~~475~~359)
Effect of foreign exchange rate changes on cash and cash equivalents	(~~196~~260)		~~131~~(423)
Net increase (decrease) in cash and cash equivalents	$	42,104	$	(24,124)
Net (decrease) increase in cash and cash equivalents	$	(15,974)	$	27,678

Cash Flows from Operating Activities

Net cash provided by operating activities was $~~253~~29.54 million for the ~~thirty-nine~~thirteen weeks ended ~~May 31~~November 29, 2025, compared to $~~303~~101.49 million for the ~~thirty-nine~~thirteen weeks ended ~~June~~November 130, 2024. The decrease was primarily due to the following:

•aan ~~decrease~~increase in ~~net~~prepaid ~~income;~~expenses and other current assets in the current fiscal year due primarily to an increase in vendor rebate receivables and IT-related prepayments;

•aan ~~decline~~increase in the balances of accounts receivable and inventories in the current fiscal year relative to the prior year. ~~period~~The ~~primarily~~higher ~~attributable~~balance of inventories is due to ~~lower~~inventory ~~sales~~management countermeasures in response to tariffs and ~~purchase~~the ~~volume~~higher asaccounts ~~well~~receivable asbalance ~~inventory~~is ~~optimization~~due ~~efforts;~~to ~~partially~~higher ~~offset~~sales bylevels;

•an increase in the change in accounts payable and accrued liabilities as compared to the prior year period primarily due to higher inventory purchases in the current year and an increase in payroll and payroll related accruals 22

26•a decrease in accounts payable and accrued liabilities as compared to the prior year period due primarily to the change in accrued payroll and payroll related costs due in turn to the larger fiscal year 2025 annual incentive compensation payment paid in fiscal year 2026 than prior years; partially offset by

•an increase in net income

The table below summarizes certain information regarding the Company’s operations as of the periods indicated:

	May 31,2025		August 31,2024		June 1,2024
	November 29,2025		August 30,2025		November 30,2024
	(Dollars in thousands)
Working Capital (1)	$	~~592~~533,~~498~~221	$	~~582~~497,~~662~~208	$	~~629~~580,~~336~~104
Current Ratio (2)	1.97		21.07		2.1.9
Days’ Sales Outstanding (3)	3941.45		37.98		3940.35
Inventory Turnover (4)	3.45		3.34		3.3

(1)Working Capital is calculated as current assets less current liabilities.

(2)Current Ratio is calculated as total current assets divided by total current liabilities.

(3)Days’ Sales Outstanding is calculated as accounts receivable divided by net sales, using trailing two months sales data.

(4)Inventory Turnover is calculated as total cost of goods sold divided by inventory, using a 13-month trailing average inventory.

Working capital ~~remained~~and ~~comparable~~current ratio decreased as of ~~May~~November 3129, 2025 compared to ~~August~~November 3130, 2024 ~~but~~primarily ~~declined~~due ~~from~~to ~~June 1,~~higher ~~2024,~~Current ~~while~~portion ~~the~~of ~~current~~debt ~~ratio~~including asobligations ofunder ~~May 31,~~finance ~~2025~~leases ~~declined~~partially ~~compared~~offset toby ~~both~~higher ~~August 31,~~Inventories ~~2024~~ and ~~June 1,~~Accounts ~~2024~~receivable balances. ~~The~~Working ~~decrease in working~~ capital ~~compared~~increased toas ~~June~~of November 129, ~~2024~~2025 ~~and in current ratio~~ compared to ~~both~~August 30, ~~prior-year~~2025 ~~periods was~~ primarily due to higher ~~Accrued~~Inventories ~~expenses~~ and ~~other~~higher ~~current~~Prepaid ~~liabilities~~expenses and ~~Current~~other ~~portion~~current ~~of debt including obligations under finance leases and a lower Inventories balance~~assets, partially offset by a ~~higher~~lower balance in Cash and cash equivalents.

Days’ sales outstanding as of ~~May~~November 3129, 2025 increased compared to both August 3130, ~~2024~~2025 and ~~June~~November 130, 2024. The increase in days’ sales outstanding was driven by longer payment term requirements from certain national account customers.

Inventory turnover as of ~~May~~November 3129, 2025 increased compared to both August 3130, ~~2024~~2025 and ~~June~~November 130, 2024. Inventory turnover continues to improve due to ~~lower purchase volumes,~~ category management efforts and supply chain efficiencies to optimize inventory levels.

Cash Flows from Investing Activities

Net cash used in investing activities for the ~~thirty-nine~~thirteen weeks ended ~~May~~November 3129, 2025 and ~~June~~November 130, 2024 was $4121.62 million and $8320.24 million, respectively. The use of cash for both the ~~thirty-nine~~thirteen weeks ended ~~May~~November 3129, 2025 and November 30, 2024 was primarily due to expenditures for property, plant and equipment mainly related to vending programs and other infrastructure and technology investments~~, partially offset by the net proceeds received from the sale of the Columbus CFC~~. The use of cash for the thirty-nine weeks ended June 1, 2024 included expenditures for property, plant and equipment and also included cash outflows due to the acquisitions of KAR Industrial Inc. and Schmitz Manufacturing Research & Technology LLC.

Cash Flows from Financing Activities

Net cash used in financing activities was $~~169~~23.69 million for the ~~thirty-nine-~~thirteen weeks ended ~~May 31~~November 29, 2025, compared to $~~244~~53.54 million for the ~~thirty-nine~~thirteen weeks ended ~~June 1~~November 30, 2024, primarily due to the following:

•$3913.10 million in aggregate repurchases of Class A Common Stock during the ~~thirty-nine~~thirteen weeks ended ~~May 31~~November 29, 2025, compared to $~~167~~18.21 million in aggregate repurchases of Class A Common Stock during the ~~thirty-nine~~thirteen weeks ended ~~June~~November 130, 2024;

•$~~142~~48.36 million of regular cash dividends paid during the ~~thirty-nine~~thirteen weeks ended ~~May~~November 3129, 2025, compared to $~~140~~47.7 5 million of regular cash dividends paid during the ~~thirty-nine~~thirteen weeks ended ~~June~~November 130, 2024; ~~and~~

•net borrowings of $1245.50 million under our credit facilities and private placement debt during the ~~thirty-nine~~thirteen weeks ended ~~May~~November 3129, 2025, compared to net borrowings of $5011.08 million during the ~~thirty-nine~~thirteen weeks ended ~~June~~November 130, 2024.; and

27•acquisition of the remaining interest of Wm. F. Hurst Co., LLC for $8.2 million during the thirteen weeks ended November 29, 2025, which increased the Company's ownership from 80% to 100%.

Capital Expenditures

We continue to invest in E-commerce and vending platforms, CFCs and distribution network, and other infrastructure and technology.

Long-Term Debt

Credit Facilities

In April 2017, the Company entered into a $600.0 million revolving credit facility, which was subsequently amended ~~and extended in August 2021~~. Subsequent to the fiscal quarter ended ~~May~~November 3129, 2025, the Company ~~has not~~ made ~~any~~ additional net payments ~~or borrowings~~ through ~~June~~December 1719, 2025 of $38.0 million on its revolving credit facility which were funded through the $50.0 million proceeds received in relation to the amendment to our Receivables Purchase Agreement entered into during the second quarter of fiscal year 2026. See Note 6, "Accounts Receivable" in the Notes to Condensed Consolidated Financial Statements for more information about the amendment. The current unused balance of $~~513~~521.7 million from the revolving credit facility, which is reduced by outstanding letters of credit, is available for working capital purposes if necessary. As of ~~May~~November 3129, 2025, the Company also had three uncommitted credit facilities, totaling $230.0 million in aggregate maximum uncommitted availability. As of ~~May~~November 3129, 2025, we were in compliance with the operating and financial covenants of our credit facilities. See Note 98, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

Private Placement Debt

In July 2016, we completed the issuance and sale of unsecured senior notes. In June 2018 and March 2020, we entered into additional note purchase agreements. In April 2024, the Company completed the issuance and sale of senior notes. See Note 98, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these transactions.

Leases and Financing Arrangements

As of ~~May~~November 3129, 2025, certain of our operations were conducted on leased premises. These leases are for varying periods, the longest extending to fiscal year ~~2031~~2032. In addition, we are obligated under certain equipment and automobile operating and finance leases, which expire on varying dates through fiscal year 2029.

From time to time, we enter into financing arrangements with vendors to purchase certain information technology equipment or software.

Critical Accounting Estimates

On an ongoing basis, we evaluate our critical accounting policies and estimates, including those related to revenue recognition, inventory valuation, allowance for credit losses, warranty reserves, contingencies and litigation, income taxes, and accounting for goodwill and long-lived assets. We make estimates, judgments and assumptions in determining the amounts reported in the unaudited Condensed Consolidated Financial Statements and accompanying Notes. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The estimates are used to form the basis for making judgments about the carrying values of assets and liabilities and the amount of revenues and expenses reported that are not readily apparent from other sources. Actual results may differ from these estimates.

There have been no material changes outside the ordinary course of business in the Company’s critical accounting policies, as disclosed in its Annual Report on Form 10-K for the fiscal year ended August 3130, ~~2024~~2025.

Recently Adopted Accounting Standards

See Note 1, “Basis of Presentation” in the Notes to Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For information regarding our exposure to certain market risks, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Interest Rate Risks” under Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of Part II of our Annual Report on Form 10-K for the fiscal year ended August 3130, ~~2024~~2025. Except as described in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this Report, there have been no significant changes in our financial instrument portfolio or interest rate risk since our August 30, 2025 fiscal year-end.

Results of Operations” contained elsewhere in this Report, there have been no significant changes in our financial instrument portfolio or interest rate risk since our August 31, 2024 fiscal year-end.

Item 4. Controls and Procedures.

Our senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, with the participation of our Chief Executive Officer and our Chief Financial Officer, as well as other key members of our management, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were ~~not~~ effective, as of ~~May 31~~the end of the period covered by this Report, ~~2025~~to ~~due~~ensure that information required to be disclosed in our reports filed or submitted under the ~~material~~Exchange ~~weakness~~Act inis ~~internal~~(i) ~~control~~accumulated ~~over~~and ~~financial~~communicated ~~reporting~~to management as ~~described~~appropriate ~~below~~to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Material Weakness and Remediation Plan

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, we identified a material weakness in our internal control over financial reporting relating to deficiencies in the operating effectiveness of our information technology general controls (“ITGCs”) relating to user access for certain information technology systems that support financial reporting processes for revenue and inventory transactions. The deficiencies specifically affected the quality of the data used in execution of our ITGCs, the assessment of the risk of inappropriate activity and the review of user access, which was not performed with the necessary level of precision. As a result, certain of our business process controls related to recording revenue and inventory transactions that are dependent on the affected IT systems or the information from such IT systems were also deemed ineffective.

We are in the process of implementing, and made substantial progress on, a remediation plan to address the material weakness mentioned above. As part of such plan we have, among other things, evaluated and implemented enhanced process controls around user access management and expanded documentation and review procedures to monitor, evaluate and support control effectiveness. We have not identified any errors or misstatements in our consolidated financial statements as a result of such material weakness, and our Chief Executive Officer and Chief Financial Officer have each certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-Q.

We will continue to address and test for additional opportunities for remediation on an ongoing basis. However, the weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

~~Other~~There ~~than with respect to the remediation efforts described above in connection with the previously identified material weakness, there~~ were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) during the fiscal quarter ended ~~May~~November 3129, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2925

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In addition to the matters referred to above, on March 14, 2025, a complaint was filed in the Supreme Court of the State of New York, County of New York by Macomb County Retiree Health Care Fund (“MCRHC”) against the Company and certain officers, directors and shareholders of the Company (the “Macomb Litigation”). In June 2025, the MCRHC filed an amended complaint. The action is purportedly brought by MCRHC individually, and on behalf of others similarly situated, as a class action or in the alternative, as a derivative action on behalf of the Company. The amended complaint also asserts a breach of contract claim against the Company. The amended complaint alleges, among other things, breaches of fiduciary duties for actions related to the Reclassification and seeks disgorgement, unspecified damages, costs and expenses and such other relief as the court may deem proper. AtOn November 14, 2025, the Company’s motion to dismiss the amended complaint was denied. As a result, the Macomb Litigation is continuing while the Company continues to vigorously defend itself. While at this time, the ultimate cost to resolve this matter is not reasonably estimable, ~~however~~we ~~the~~have ~~Company~~incurred, ~~believes~~and itmay ~~has~~be ~~substantial~~required ~~defenses~~in future to ~~the~~incur ~~alleged~~further, ~~claims~~legal fees and ~~intends~~other expenses related to ~~vigorously~~the ~~defend~~Macomb ~~itself~~Litigation.

Item 1A. Risk Factors.

In addition to the other information set forth in this Report, you should carefully consider the risks and the uncertainties discussed in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the fiscal year ended August 3130, ~~2024~~2025, which could materially affect our business, financial condition and/or operating results. There have been no material changes in the Company’s risk factors from those disclosed in our Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth repurchases by the Company of its outstanding shares of Class A Common Stock, which are listed on the New York Stock Exchange, during the thirteen-week period ended ~~May~~November 3129, 2025:

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share(2)		Total Number of Shares Purchased as Part of Publicly AnnouncedPlans or Programs	Maximum Number of Shares that May Yet Be Purchased Under thePlans or Programs(3)
3/2/2025-4/1/25	54,184	$	75.50	53,481	1,475,723
8/31/25-9/30/25	159	$	91.33	—	1,413,423
4/2/25-5/1/25	62,300	$	70.96	62,300	1,413,423
10/1/25-10/30/25	319	$	91.99	—	1,413,423
5/2/25-5/31/25	1,010	$	81.14	—	1,413,423
10/31/25-11/29/25	150,261	$	85.94	100,000	1,313,423
Total	~~117~~150,~~494~~739			~~115~~100,~~781~~000

(1)During the thirteen weeks ended ~~May~~November 3129, 2025, 150,~~713~~739 shares of Class A Common Stock were withheld by the Company as payment to satisfy our associates’ tax withholding liability associated with our stock-based compensation program and are included in the total number of shares purchased.

(2)Activity is reported on a trade date basis. Average price paid per share excludes excise tax levied by the Inflation Reduction Act of 2022.

(3)In June 2021, the Board of Directors of the Company terminated the existing share repurchase plan and authorized a new share repurchase plan (the “Share Repurchase Plan”) to purchase up to 5,000,000 shares of Class A Common Stock. There is no expiration date for the Share Repurchase Plan. As of ~~May~~November 3129, 2025, the maximum number of shares of Class A Common Stock that may yet be repurchased under the Share Repurchase Plan was 1,~~413~~313,423 shares.

Item 5. Other Information.

Insider Trading Arrangements

OnDuring ~~April~~the 9quarter ended November 29, 2025, ~~Kimberly~~none ~~Shacklett,~~of ~~the~~our ~~Company’s~~directors ~~Senior~~or ~~Vice~~officers ~~President,~~(as ~~Sales~~defined ~~and~~in ~~Customer~~Rule ~~Success,~~16a-1(f) ~~adopted~~under athe ~~trading~~Exchange ~~plan~~Act) ~~intended~~adopted, tomodified ~~satisfy~~or ~~the~~terminated ~~affirmative~~a ~~defense~~“Rule ~~conditions~~10b5-1 oftrading arrangement” or a “non-Rule 10b5-1 trading arrangement” (c)as ~~under~~each ~~the~~term ~~Exchange~~is ~~Act~~defined in Item 408 of Regulation S-K).

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Ms. Shacklett’s trading plan provides for the sale of up to 4,259 shares of Class A Common Stock, subject to volume and pricing limits. Ms. Shacklett’s trading plan will expire on October 16, 2025.

Other than as described above, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K) during the fiscal quarter ended May 31, 2025.

Item 6. Exhibits.

EXHIBIT INDEX

Exhibit No.						Description
10.1						MSC Executive Severance Plan.*†
10.2						Joinder and Amendment No. 1 to Receivables Purchase Agreement, dated as of December 10, 2025, by and among MSC Industrial Direct Co., Inc, MSC A/R Holding Co., LLC, Wells Fargo Bank, National Association and the purchasers listed thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 12, 2025 (File No. 001-14130)).
10.3						Confidential Separation and Release Agreement, dated December 31, 2025, between MSC Industrial Direct Co., Inc., Sid Tool Co., Inc. and Erik Gershwind (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on January 5, 2026 (File No. 001-14130)).
31.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS						Inline XBRL Instance Document.*
101.SCH						Inline XBRL Taxonomy Extension Schema Document.*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

* Filed herewith. ** Furnished herewith. † Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MSC INDUSTRIAL DIRECT CO., INC.(Registrant)
Dated: July 1, 2025	By:	/s/ ERIK GERSHWIND
Dated: January 7, 2026	By:	/s/ MARTINA MCISAAC
		Erik GershwindChief Executive Officer(Principal Executive Officer)
		Martina McIsaacPresident and Chief Executive Officer(Principal Executive Officer)
Dated: July 1, 2025	By:	/s/ KRISTEN ACTIS-GRANDE
Dated: January 7, 2026	By:	/s/ GREG CLARK
		Kristen Actis-GrandeExecutive Vice President and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer )
		Greg ClarkVice President and Interim Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)

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