Form 8-K

8-K — MSC INDUSTRIAL DIRECT CO INC

Accession: 0001003078-26-000094

Filed: 2026-09-08

Period: 2026-09-08

CIK: 0001003078

SIC: 5084 (WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — msm-20260908.htm (Primary)

EX-10.1 (exhibit101robertkuhnsoffer.htm)

EX-99.1 (exhibit991pressreleasedate.htm)

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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): September 8, 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 share

MSM

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

On September 8, 2026, MSC Industrial Direct Co., Inc. (the “Company”) announced that, effective September 14, 2026, Robert Kuhns has been appointed as the Executive Vice President and Chief Financial Officer of the Company. Greg Clark, who has been serving as the Company’s Interim Chief Financial Officer since August 2025, has resigned as Interim Chief Financial Officer, effective September 14, 2026, and will continue in his role as Vice President of Finance and Corporate Controller.

Prior to joining the Company, Mr. Kuhns, age 52, served as the Vice President and Chief Financial Officer of TopBuild Corp., a distributor and installer of insulation and related building products, from March 2022 until TopBuild Corp.’s acquisition by QXO, Inc. in July 2026. He also served as the Vice President, Controller of TopBuild Corp. from July 2018 to March 2022. Prior to that, Mr. Kuhns held various positions of increasing responsibility in finance at Mohawk Industries, Inc., NCH Corporation and Ingersoll Rand.

In connection with his appointment, Mr. Kuhns received and has agreed to the terms of an offer letter (the “Offer Letter”) providing for an annual base salary of $650,000. For fiscal year 2027, Mr. Kuhns will be eligible for an annual incentive bonus award with a target amount equal to 85% of his base salary and an equity award (comprised of performance share units and restricted stock units) with a grant date value of $1,500,000. He also will be entitled to participate in all of the employee benefit plans available to executives. Mr. Kuhns will receive a sign-on equity grant of restricted stock units having a grant date fair value of $1,500,000, which will vest in equal amounts on each of the first, second, third and fourth anniversaries of the grant date, provided that Mr. Kuhns continues to be employed by the Company at each vesting date.

Mr. Kuhns will be a participant in the Company’s Executive Severance Plan and the Company’s Executive Change in Control Severance Plan. Under the Company’s Executive Severance Plan, participants are entitled to receive certain severance benefits upon a qualifying termination. Under the Company’s Executive Change in Control Severance Plan, if, within two years after the occurrence of a change in control of the Company, (a) the executive’s employment is terminated other than for cause or (b) the executive terminates his employment following a change in the executive’s “circumstances of employment,” then the Company would be obligated to pay the executive a severance payment equal to (i) two times the executive’s annual base salary, plus (ii) two times the executive’s targeted annual cash incentive bonus, plus (iii) the pro rata portion of the executive’s targeted annual cash performance bonus. In addition, any unvested stock options and stock awards would accelerate. As a condition to receiving severance payments and benefits, the executive would be required to execute a general release in favor of the Company. The terms of these plans are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on December 11, 2025, and the plans have been filed as exhibits to reports filed by the Company with the SEC. Further, the Company will enter into its standard form of indemnification agreement with Mr. Kuhns, the form of which is filed as an exhibit to reports filed by the Company with the SEC.

The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full terms and conditions of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There is no arrangement or understanding between Mr. Kuhns and any other person pursuant to which he was appointed as Executive Vice President and Chief Financial Officer of the Company. Mr. Kuhns does not have any family relationships with any of the Company’s directors or executive officers. Mr. Kuhns does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On September 8, 2026, the Company issued a press release announcing Mr. Kuhns’ appointment as Executive Vice President and Chief Financial Officer. 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:

10.1

Robert Kuhns Offer Letter, dated August 19, 2026

99.1

Press Release, dated September 8, 2026, issued by MSC Industrial Direct Co., Inc.

104

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

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:

September 8, 2026

By:

/s/ Walter Siegel

Name:

Walter Siegel

Title:

Senior Vice President, General Counsel and Corporate Secretary

EX-10.1

Filename: exhibit101robertkuhnsoffer.htm · Sequence: 2

Document

EXHIBIT 10.1

August 19, 2026

Robert Kuhns

Dear Robert,

On behalf of our President and Chief Executive Officer, I am pleased to extend a conditional offer of employment to you for the position of Executive Vice President, Chief Financial Officer with MSC Industrial Supply Co, reporting directly to Martina McIsaac.

This offer is contingent upon successful completion of a pre-employment background check. As agreed, your start date will be September 14, 2026.

As an exempt associate, your starting annual base salary will be $650,000. This will be earned and paid every other Thursday at the bi-weekly rate of $25,000, less payroll deductions, required taxes and withholdings.

In addition, you will be eligible to participate in the annual company bonus at a target of 85% of your annual base pay. The bonus is payable in November for those who start by May 31st of the same calendar year. For those starting on/after June 1st the bonus is payable in November of the following year. This bonus may be pro-rated based upon your date of hire.

You will also be eligible for an annual equity target of $1,500,000.00. The equity is currently granted as 50% Performance Stock Units (PSUs) with a three (3) year cliff vesting schedule, and 50% Restricted Stock Units (RSUs) that will vest 25% per year over four (4) years. This grant is typically made in November.

You are eligible for a sign-on equity grant of $1,500,000.00 in RSUs that will vest 25% per year for four (4) years. It will be granted as soon as possible after your start date, pending Compensation Committee approval.

The bonus and equity grant are not guaranteed but based upon company and individual performance, as well as Board approval. Please note that bonus and equity targets may vary each year.

You will be eligible for a leased Company vehicle at the executive level equipped with a telematics device. Installation of the telematics device is mandatory and a condition of your employment.  The Company will pay for the insurance, maintenance, and gas for the vehicle.  Please note that we will conduct a review of your driving record annually through the Department of Motor Vehicles. If you would prefer to participate in our vehicle allowance program instead of accepting a vehicle, you will be eligible for a monthly auto allowance in the amount of $1,374.71, totaling $16,496 per year. It will be paid bi-weekly at the rate of $634.48. Please be advised that this allowance is considered income and may have tax implications. You should consult a tax expert for advice on this issue.

An overview of our comprehensive benefits program is attached. Your effective date of benefits is on the first of the month following both the month of hire and the next full calendar month. For example,

whether your first day of employment is September 1 or September 14, you will be eligible for health benefits as of November 1. This position carries unlimited vacation, scheduled with the approval of management. MSC also currently recognizes nine paid holidays per year. A change to your start date may impact your benefits eligibility date.

To support you in the transition to your new location, MSC is providing relocation assistance through our vendor, UrbanBound. You will receive an invitation to create an account and be assigned a dedicated Relocation Consultant, who will walk you through the benefits and support that they provide. If you separate your employment within 1 year of this relocation assistance payment, full reimbursement to MSC will be required unless otherwise prohibited by applicable law.

So that we may proceed with the hiring process, please confirm your acceptance of the offer by signing below and returning this letter to me. You will receive an email with a link to complete all onboarding documents, including our Confidentiality, Trade Secret Protection, Non-Competition, Non-Recruitment, and Non-Solicitation Agreement, execution of which is a condition of your employment. Neither this condition, nor this offer letter should be construed as a contract of employment. Your employment is also contingent upon you providing appropriate documentation as required by Federal law to prove your identity and eligibility to work in the United States. Please bring the appropriate document(s) on your first day of employment.

Rob, we are so excited to have you join us. MSC continues to transform, and your leadership will be highly impactful for our team. We look forward to an amazing partnership.

If I can answer any questions or provide any information to help you in your onboarding process, please let me know. Feel free to call me at 734-718-9770 if you have any questions.

Sincerely,

/s/ Julie Rockett

Julie Rockett

Vice President, Chief People Officer

/s/ Robert Kuhns 8/20/2026

Robert Kuhns Date

EX-99.1

Filename: exhibit991pressreleasedate.htm · Sequence: 3

Document

Exhibit 99.1

NEWS

MSC INDUSTRIAL SUPPLY CO. HAS NAMED ROB KUHNS CHIEF FINANCIAL OFFICER

MELVILLE, N.Y. and DAVIDSON, N.C. (SEPTEMBER 8, 2026) - MSC INDUSTRIAL SUPPLY CO. (NYSE: MSM) (“MSC,” “MSC Industrial,” the “Company,” “we,” “us,” or “our”), a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services, today announced that it has named Rob Kuhns to the role of Executive Vice President and Chief Financial Officer.

Kuhns brings over 30 years of financial expertise to the role. He most recently served as Vice President and Chief Financial Officer at TopBuild Corp., a leading distributor of insulation and building products, where he helped drive market capitalization growth from $6B to $14B through disciplined capital allocation, strategic acquisitions, and operational execution.

“We are very much looking forward to welcoming Rob to the MSC leadership team as our new CFO,” said Martina McIsaac, President and CEO of MSC. “He is an accomplished leader with deep knowledge of financial strategy and a proven track record of delivering profitable growth. Combined with his extensive experience in industrial and distribution industries and his broad financial leadership expertise, Rob will be instrumental as we continue to advance our strategy, evolve to achieve our long-term financial targets and create value for all stakeholders.”

Prior to his tenure with TopBuild Corp., Kuhns held various senior corporate finance roles at Mohawk Industries, NCH Corporation, and Ingersoll Rand. He earned a bachelor’s degree in accounting from Shippensburg University and his master’s degree in business administration from Southern Methodist University.

Kuhns will be based at MSC’s corporate office in Davidson, North Carolina.

# # #

Contact Information

Investors: Media:

Ryan Mills, CFA Leah Kelso

VP, Investor Relations & Business Development VP, Communications & Sales Enablement

Rmills@mscdirect.com Leah.Kelso@mscdirect.com

About MSC Industrial Supply Co.

MSC Industrial Supply Co. (NYSE: MSM) is a leading North American distributor of a broad range of metalworking, maintenance, repair and operations (MRO), and production fastener and hardware products and services. With approximately 2.5 million products, industry‑leading inventory management and supply chain solutions, and more than 80 years of experience, we help customers improve productivity, profitability, and operational performance.

Our team of over 7,000 associates partners closely with customers across industries to keep their operations running efficiently today while enabling them with insights and comprehensive solutions to continually rethink, retool, and optimize for a more productive tomorrow.

For more information on MSC Industrial, please visit mscdirect.com.

515 Broadhollow Road, Suite 1000, Melville, New York 11747 | 525 Harbour Place Drive, Davidson, North Carolina 28036 | mscdirect.com

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact, that address activities, events or developments that MSC expects, believes or anticipates will or may occur in the future, including statements about results of operations and financial condition, expected future results, expected benefits from our investment and strategic plans and other initiatives, and expected future growth and profitability, are forward-looking statements. The words “will,” “may,” “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these 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. The inclusion of any statement in this press release does not constitute an admission by MSC or any other person that the events or circumstances described in such statement are material. 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; the credit risk of our customers; our ability to accurately forecast customer demands; 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; our ability to estimate the cost of healthcare claims incurred under our self-insurance plan; interruption of operations at our headquarters or customer fulfillment centers; 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 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; 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. Additional information concerning these and other risks is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual and Quarterly Reports on Forms 10-K and 10-Q, respectively, and in the other reports and documents that we file with the United States Securities and Exchange Commission. We expressly disclaim any obligation to update any of these forward-looking statements, except to the extent required by applicable law.

515 Broadhollow Road, Suite 1000, Melville, New York 11747 | 525 Harbour Place Drive, Davidson, North Carolina 28036 | mscdirect.com

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