MSM

msm-202601070001003078FALSE00010030782026-01-072026-01-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2026

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

New York

1-14130

11-3289165 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (516) 812-2000

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 shareMSMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ 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. ☐

Item 2.02. Results of Operations and Financial Condition On January 7, 2026, MSC Industrial Direct Co., Inc. issued a press release announcing financial results for its fiscal 2026 first quarter ended November 29, 2025. A copy of the press release is furnished with this report as Exhibit 99.1. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits (d) Exhibits:

99.1 Press Release, dated January 7, 2026, issued by MSC Industrial Direct Co., Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL documents).

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SIGNATURE

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 hereunto duly authorized.

MSC INDUSTRIAL DIRECT CO., INC.

Date:January 7, 2026By: /s/ GREG CLARK Name: Greg Clark Title: Vice President and Interim Chief Financial Officer

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msm-202510200001003078FALSE00010030782025-10-202025-10-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2025

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

New York

1-14130

11-3289165 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (516) 812-2000

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 shareMSMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ 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. ☐

Item 2.02. Results of Operations and Financial Condition

On October 23, 2025, MSC Industrial Direct Co., Inc. (the “Company”) issued a press release announcing financial results for its fiscal 2025 fourth quarter and full year ended August 30, 2025. A copy of the press release is furnished with this report as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Resignation of Erik Gershwind as Chief Executive Officer, Effective December 31, 2025

On October 20, 2025, Erik Gershwind notified the Chairman of the Board of Directors (the “Board”) of the Company of his decision to voluntarily resign as part of a planned transition from his position as Chief Executive Officer of the Company, effective December 31, 2025. Mr. Gershwind will remain a member of the Board through the Company’s 2026 annual meeting of shareholders, at which time Mr. Gershwind is expected to be nominated for reelection to the Board. At the time of the effectiveness of his resignation as Chief Executive Officer of the Company, Mr. Gershwind will assume the role of Non-Executive Vice Chair of the Board. Mr. Gershwind’s decision to resign as Chief Executive Officer is not the result of any disagreements with the Company with respect to its operations, policies or practices.

Mr. Gershwind will continue to receive his base salary through December 31, 2025. Mr. Gershwind will be eligible to receive an annual cash bonus, prorated for his remaining period of service as the Company’s Chief Executive Officer, and an incentive equity award in November 2025 in connection with the Company’s regularly scheduled fiscal year 2026 equity grants to its executive and senior officers under the Company’s 2023 Omnibus Incentive Plan. Mr. Gershwind’s performance stock units and restricted shares of common stock granted to him under the Company’s 2023 Omnibus Incentive Plan and 2015 Omnibus Incentive Plan will continue to vest according to their terms on each award’s applicable vesting schedule, contingent on his continued service on the Board.

Appointment of Martina M

msm-202507010001003078FALSE00010030782025-07-012025-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2025

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

New York

1-14130

11-3289165 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (516) 812-2000

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 shareMSMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ 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. ☐

Item 2.02. Results of Operations and Financial Condition On July 1, 2025, MSC Industrial Direct Co., Inc. issued a press release announcing financial results for its fiscal 2025 third quarter ended May 31, 2025. A copy of the press release is furnished with this report as Exhibit 99.1. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits (d) Exhibits:

99.1 Press Release, dated July 1, 2025, issued by MSC Industrial Direct Co., Inc.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2

SIGNATURE

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 hereunto duly authorized.

MSC INDUSTRIAL DIRECT CO., INC.

Date:July 1, 2025By: /s/ KRISTEN ACTIS-GRANDE Name: Kristen Actis-Grande Title: Executive Vice President and Chief Financial Officer

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