Seseri Rudina 4

What Happened
Seseri Rudina, an outside director of MSC Industrial Direct Co., was awarded 1,603 restricted stock units (RSUs) on January 23, 2026 (no cash value reported). On January 24, 2026 she converted/exercised derivative units totaling 745 shares (695 + 50) which were recorded as both acquired and disposed the same day at $0.00. The acquisitions (the 1,603 RSU grant and the conversions) and the same-day dispositions are reported; no cash proceeds are shown in the filing.

Key Details

• Transaction dates and prices:
  • 2026-01-23: Grant (A) — 1,603 RSUs @ $0.00 (acquired)
  • 2026-01-24: Exercise/conversion (M) — 695 shares @ $0.00 (acquired) and 695 shares @ $0.00 (disposed)
  • 2026-01-24: Exercise/conversion (M) — 50 shares @ $0.00 (acquired) and 50 shares @ $0.00 (disposed)
• Reported dollar amounts for these entries are $0.00 (typical for RSU grants and certain in-kind conversions).
• Shares owned after the transactions are not specified in the Form 4 text provided.
• Notable footnotes:
  • F1: Each RSU represents a contingent right to receive one share of common stock.
  • F2: Dividend equivalent units accrue with RSUs and vest with the underlying RSUs.
  • F3: The 1,603 RSUs granted 1/23/2026 vest on 1/23/2027 if the director remains in service.
  • F4: The prior 1,390 RSUs granted 1/24/2024 vested in two tranches of 695 on 1/24/2025 and 1/24/2026.
• Filing date: Form 4 filed 2026-01-26. The filing does not indicate lateness.

Context

• RSUs are contingent awards that convert to shares upon vesting; F3 confirms the new 1,603 RSUs vest on 1/23/2027. The 695-unit conversion on 1/24/2026 corresponds to the scheduled vesting from a 2024 grant (F4).
• The January 24 conversions were recorded as both acquired and disposed the same day. That pattern is commonly seen when vested shares are immediately surrendered or sold to cover taxes or similar withholding obligations (i.e., a sell-to-cover/cashless-style settlement), though the filing itself does not state the specific reason.