MSM Msc Industrial Direct Co Inc - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On March 2, 2026, the Board of Directors (the “Board”) of MSC Industrial Direct Co., Inc. (the “Company”) elected Reuben Slone to serve as a non-executive director, effective immediately, increasing the size of the Board from ten to eleven members. Mr. Slone will join the Board as an independent director and will serve as a member of the Audit Committee of the Board. There is no arrangement or understanding between Mr. Slone and any other person pursuant to which he was selected as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Slone has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Pursuant to the Company’s non-executive director compensation policies, commencing with his first full-year term as a director, Mr. Slone will be entitled to receive: (i) a retainer for service on the Board of $100,000 per year and (ii) an annual grant of restricted stock units representing shares of the Company’s Class A Common Stock having an aggregate fair market value of $137,500 on the date of grant upon his election or re-election to the Board. Such restricted stock units will vest on the first anniversary of the date of grant. Director compensation is paid quarterly in arrears. The retainer fee payable to Mr. Slone in such years will be pro-rated to reflect the number of days actually served in any quarter in which he serves less than the full quarter. The Company reimburses non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending in-person Board or Board committee meetings and for fees incurred in attending continuing education courses for directors that are approved in advance by the Company. In addition, the Company will enter into its standard form of director indemnification agreement with Mr. Slone.

Item 7.01. Regulation FD Disclosure

On March 2, 2026, the Company issued a press release announcing Mr. Slone’s election. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 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, 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 March 2 , 2026, issued by MSC Industrial Direct Co., Inc.

104

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

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