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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
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 17, 2025, 55,675,778 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. We expressly disclaim 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 31, 2024. 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 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 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 31, 2025
TABLE OF CONTENTS

|  | Page
PART I. FINANCIAL INFORMATION |
Item 1. | Financial Statements (Unaudited) |
| Condensed Consolidated Balance Sheets as of M ay 3 1, 2025 and August 31, 2024 | 1
| Condensed Consolidated Statements of Income for the Thirteen and T hirty-N ine Weeks Ended May 3 1, 2025 and June 1, 2024 | 2
| Condensed Consolidated Statements of Comprehensive Income for the Thirteen and T hirty-Nine Weeks Ended May 3 1, 2025 and June 1, 2024 | 3
| Condensed Consolidated Statements of Shareholders’ Equity for the Thirteen and T hirty-Nine Weeks Ended May 31, 2025 and June 1, 2024 | 4
| Condensed Consolidated Statements of Cash Flows for the T hirty-Nine Weeks Ended Ma y 3 1, 2025 and June 1, 2024 | 5
| Notes to Condensed Consolidated Financial Statements | 6
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 28
Item 4. | Controls and Procedures | 29
PART II. OTHER INFORMATION |
Item 1. | Legal Proceedings | 30
Item 1A. | Risk Factors | 30
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30
Item 5. | Other Information | 30
Item 6. | Exhibits | 32
SIGNATURES | 33

i

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
| (Unaudited) |  |
ASSETS |  |  |
Current Assets: |  |  |
Cash and cash equivalents | $ | 71,692 |  |  | $ | 29,588 |
Accounts receivable, net of allowance for credit losses of $22,292 and $22,368, respectively | 410,553 |  |  | 412,122 |
Inventories | 649,363 |  |  | 643,904 |
Prepaid expenses and other current assets | 105,155 |  |  | 102,475 |
Total current assets | 1,236,763 |  |  | 1,188,089 |
Property, plant and equipment, net | 343,996 |  |  | 360,255 |
Goodwill | 723,457 |  |  | 723,894 |
Identifiable intangibles, net | 89,443 |  |  | 101,147 |
Operating lease assets | 54,312 |  |  | 58,649 |
Other assets | 27,623 |  |  | 30,279 |
Total assets | $ | 2,475,594 |  |  | $ | 2,462,313 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |
Current Liabilities: |  |  |
Current portion of debt including obligations under finance leases | $ | 236,060 |  |  | $ | 229,911 |
Current portion of operating lease liabilities | 22,691 |  |  | 21,941 |
Accounts payable | 212,968 |  |  | 205,933 |
Accrued expenses and other current liabilities | 172,546 |  |  | 147,642 |
Total current liabilities | 644,265 |  |  | 605,427 |
Long-term debt including obligations under finance leases | 284,973 |  |  | 278,853 |
Noncurrent operating lease liabilities | 32,242 |  |  | 37,468 |
Deferred income taxes and tax uncertainties | 138,549 |  |  | 139,283 |
Total liabilities | 1,100,029 |  |  | 1,061,031 |
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 |
Additional paid-in capital | 1,083,175 |  |  | 1,070,269 |
Retained earnings | 423,532 |  |  | 456,850 |
Accumulated other comprehensive loss | (21,669) |  |  | (21,144) |
Class A treasury stock, at cost, 1,308,215 and 1,276,263 shares, respectively | (118,006) |  |  | (114,235) |
Total MSC Industrial shareholders’ equity | 1,367,089 |  |  | 1,391,797 |
Noncontrolling interest | 8,476 |  |  | 9,485 |
Total shareholders’ equity | 1,375,565 |  |  | 1,401,282 |
Total liabilities and shareholders’ equity | $ | 2,475,594 |  |  | $ | 2,462,313 |

See accompanying Notes to Condensed Consolidated Financial Statements.
1

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
Net sales | $ | 971,145 |  |  | $ | 979,350 |  |  | $ | 2,791,346 |  |  | $ | 2,868,667 |
Cost of goods sold | 573,406 |  |  | 578,903 |  |  | 1,650,190 |  |  | 1,686,492 |
Gross profit | 397,739 |  |  | 400,447 |  |  | 1,141,156 |  |  | 1,182,175 |
Operating expenses | 312,324 |  |  | 288,991 |  |  | 917,465 |  |  | 870,859 |
Restructuring and other costs | 2,680 |  |  | 4,690 |  |  | 6,430 |  |  | 11,787 |
Income from operations | 82,735 |  |  | 106,766 |  |  | 217,261 |  |  | 299,529 |
Other income (expense): |  |  |  |  |  |  |
Interest expense | (6,031) |  |  | (6,884) |  |  | (18,332) |  |  | (19,155) |
Interest income | 368 |  |  | 134 |  |  | 942 |  |  | 302 |
Other expense, net | (1,958) |  |  | (4,680) |  |  | (12,442) |  |  | (14,067) |
Total other expense | (7,621) |  |  | (11,430) |  |  | (29,832) |  |  | (32,920) |
Income before provision for income taxes | 75,114 |  |  | 95,336 |  |  | 187,429 |  |  | 266,609 |
Provision for income taxes | 18,253 |  |  | 24,024 |  |  | 45,727 |  |  | 64,604 |
Net income | 56,861 |  |  | 71,312 |  |  | 141,702 |  |  | 202,005 |
Less: Net income (loss) attributable to noncontrolling interest | 16 |  |  | (393) |  |  | (1,080) |  |  | (897) |
Net income attributable to MSC Industrial | $ | 56,845 |  |  | $ | 71,705 |  |  | $ | 142,782 |  |  | $ | 202,902 |
Per share data attributable to MSC Industrial: |  |  |  |  |  |  |
Net income per common share: |  |  |  |  |  |  |
Basic | $ | 1.02 |  |  | $ | 1.28 |  |  | $ | 2.56 |  |  | $ | 3.60 |
Diluted | $ | 1.02 |  |  | $ | 1.27 |  |  | $ | 2.55 |  |  | $ | 3.59 |
Weighted-average shares used in computing net income per common share: |  |  |  |  |  |  |
Basic | 55,694 |  | 56,214 |  | 55,795 |  | 56,323
Diluted | 55,765 |  | 56,351 |  | 55,895 |  | 56,514

See accompanying Notes to Condensed Consolidated Financial Statements.
2

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
Net income, as reported | $ | 56,861 |  |  | $ | 71,312 |  |  | $ | 141,702 |  |  | $ | 202,005 |
Other comprehensive income, net of tax: |  |  |  |  |  |  |
Foreign currency translation adjustments | 6,208 |  |  | (217) |  |  | (454) |  |  | 244 |
Comprehensive income(1) | 63,069 |  |  | 71,095 |  |  | 141,248 |  |  | 202,249 |
Comprehensive income attributable to noncontrolling interest: |  |  |  |  |  |  |
Net (income) loss | (16) |  |  | 393 |  |  | 1,080 |  |  | 897 |
Foreign currency translation adjustments | (362) |  |  | 4 |  |  | (71) |  |  | (72) |
Comprehensive income attributable to MSC Industrial | $ | 62,691 |  |  | $ | 71,492 |  |  | $ | 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, 2025 and June 1, 2024.
See accompanying Notes to Condensed Consolidated Financial Statements.
3

MSC INDUSTRIAL DIRECT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(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
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 |

See accompanying Notes to Condensed Consolidated Financial Statements.
4

MSC INDUSTRIAL DIRECT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

| Thirty-Nine Weeks Ended
| May 31, 2025 |  | June 1, 2024
Cash Flows from Operating Activities: |  |  |
Net income | $ | 141,702 |  |  | $ | 202,005 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
Depreciation and amortization | 67,501 |  |  | 60,288 |
Amortization of cloud computing arrangements | 1,439 |  |  | 1,437 |
Non-cash operating lease cost | 17,563 |  |  | 16,679 |
Stock-based compensation | 10,397 |  |  | 13,347 |
Loss on disposal of property, plant and equipment | 575 |  |  | 363 |
Loss on sale of property | 1,167 |  |  | — |
Non-cash changes in fair value of estimated contingent consideration | 293 |  |  | 661 |
Provision for credit losses | 5,699 |  |  | 5,180 |
Expenditures for cloud computing arrangements | (4,430) |  |  | (17,161) |
Deferred income taxes and tax uncertainties | (726) |  |  | (1,072) |
Changes in operating assets and liabilities: |  |  |
Accounts receivable | (3,806) |  |  | 12,586 |
Inventories | (4,761) |  |  | 64,251 |
Prepaid expenses and other current assets | (2,335) |  |  | 4,488 |
Operating lease liabilities | (17,700) |  |  | (16,974) |
Other assets | 62 |  |  | 3,272 |
Accounts payable and accrued liabilities | 40,821 |  |  | (45,917) |
Total adjustments | 111,759 |  |  | 101,428 |
Net cash provided by operating activities | 253,461 |  |  | 303,433 |
Cash Flows from Investing Activities: |  |  |
Expenditures for property, plant and equipment | (71,109) |  |  | (73,354) |
Cash used in acquisitions, net of cash acquired | (790) |  |  | (9,859) |
Net proceeds from sale of property | 30,336 |  |  | — |
Net cash used in investing activities | (41,563) |  |  | (83,213) |
Cash Flows from Financing Activities: |  |  |
Repurchases of Class A Common Stock | (39,138) |  |  | (167,166) |
Payments of regular cash dividends | (142,252) |  |  | (140,695) |
Proceeds from sale of Class A Common Stock in connection with Associate Stock Purchase Plan | 3,193 |  |  | 3,465 |
Proceeds from exercise of Class A Common Stock options | 120 |  |  | 8,833 |
Borrowings under credit facilities | 239,250 |  |  | 359,000 |
Payments under credit facilities | (226,750) |  |  | (309,000) |
Contingent consideration paid | (3,500) |  |  | — |
Borrowings under financing obligations | 699 |  |  | 3,850 |
Payments under Shelf Facility Agreements and Private Placement Debt | — |  |  | (50,000) |
Proceeds from other long-term debt | — |  |  | 50,000 |
Other, net | (1,220) |  |  | (2,762) |
Net cash used in financing activities | (169,598) |  |  | (244,475) |
Effect of foreign exchange rate changes on cash and cash equivalents | (196) |  |  | 131 |
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 | $ | 35,402 |  |  | $ | 66,071 |
Cash paid for interest | $ | 18,036 |  |  | $ | 18,235 |

See accompanying Notes to Condensed Consolidated Financial Statements.
5

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 31, 2025 and August 31, 2024, results of operations for the thirteen and thirty-nine weeks ended May 31, 2025 and June 1, 2024, and cash flows for the thirty-nine weeks ended May 31, 2025 and June 1, 2024. The financial information as of August 31, 2024 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 31, 2024.
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 31, 2024.
Fiscal Year
The Company operates on a 52/53-week fiscal year ending on the Saturday closest to August 31 st of each year. References to “fiscal year 2025” refer to the period from September 1, 2024 to August 30, 2025, which is a 52-week fiscal year. References to “fiscal year 2024” refer to the period from September 3, 2023 to August 31, 2024, which is a 52-week fiscal year. The fiscal quarters ended May 31, 2025 and June 1, 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 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires entities, including those with a single reporting segment, to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and are included within each reported measure of segment profit or loss. The ASU also requires disclosure of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal 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 early adoption permitted. 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 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure. The ASU is effective for annual periods beginning after December 15, 2024 (MSC’s fiscal year 2026) on a prospective basis. Early adoption is permitted. The Company is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.
6

MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income 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 to the financial statements. The ASU is effective for fiscal 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 early adoption permitted. 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.
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 $7,268 and $8,120 as of May 31, 2025 and August 31, 2024, 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 $22,021 and $23,386 as of May 31, 2025 and August 31, 2024, 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 and $7,493 as of May 31, 2025 and August 31, 2024, 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 31, 2025 and August 31, 2024.
Disaggregation of Revenue
The Company has determined that it operates as one operating and reportable segment as a distributor of metalworking, maintenance, repair and operations products and services, Class C consumables and OEM products and
7

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 of a single reporting segment is based on the nature of the products the Company sells to its diverse customer base, the distribution footprint and the regulatory environment in which the Company operates.
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.
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 ended May 31, 2025 and June 1, 2024:

| Thirteen Weeks Ended (1) |  | Thirty-Nine Weeks Ended (1)
| May 31, 2025 |  | June 1, 2024 |  | May 31, 2025 |  | June 1, 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 reclassifications of certain customers during fiscal year 2024, primarily between national account customers and core and other customers.
8

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 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
Numerator: |  |  |  |  |  |  |
Net income attributable to MSC Industrial, as reported | $ | 56,845 |  |  | $ | 71,705 |  |  | $ | 142,782 |  |  | $ | 202,902 |
Denominator: |  |  |  |  |  |  |
Weighted-average shares outstanding for basic net income per share | 55,694 |  |  | 56,214 |  |  | 55,795 |  |  | 56,323 |
Effect of dilutive securities | 71 |  |  | 137 |  |  | 100 |  |  | 191 |
Weighted-average shares outstanding for diluted net income per share | 55,765 |  |  | 56,351 |  |  | 55,895 |  |  | 56,514 |
Net income per share: |  |  |  |  |  |  |
Basic | $ | 1.02 |  |  | $ | 1.28 |  |  | $ | 2.56 |  |  | $ | 3.60 |
Diluted | $ | 1.02 |  |  | $ | 1.27 |  |  | $ | 2.55 |  |  | $ | 3.59 |
Potentially dilutive securities | 208 |  | 16 |  | 170 |  | 10

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.
9

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 ended May 31, 2025 and June 1, 2024 was as follows:

| Thirteen Weeks Ended |  | Thirty-Nine Weeks Ended
| May 31, 2025 |  | June 1, 2024 |  | May 31, 2025 |  | June 1, 2024
Stock-based compensation expense (1) | $ | 3,205 |  |  | $ | 3,458 |  |  | $ | 10,397 |  |  | $ | 13,347 |
Deferred income tax benefit | (778) |  |  | (891) |  |  | (2,537) |  |  | (3,234) |
Stock-based compensation expense, net | $ | 2,427 |  |  | $ | 2,567 |  |  | $ | 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 1, 2024. See Note 11, “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:

| 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.
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
10

MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
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 May 31, 2025 were $31,360 and $4,050, respectively, which are expected to be recognized over a weighted-average period of 2.8 and 1.5 years, respectively.
Stock Options
Subsequent to the stock option grant in fiscal year 2019, the Company discontinued its grants of stock options. The fair value of each option grant in previous fiscal years was estimated on the date of grant using the Black-Scholes option pricing model.
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.
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.
11

MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
Note 6. Accounts Receivable
Accounts receivables at May 31, 2025 and August 31, 2024 consisted of the following:

| May 31, 2025 |  | August 31, 2024
Accounts receivable | $ | 432,845 |  |  | $ | 434,490 |
Less: allowance for credit losses | 22,292 |  |  | 22,368 |
Accounts receivable, net | $ | 410,553 |  |  | $ | 412,122 |

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 in amounts up to $300,000. The RPA matures on December 19, 2025 and is subject to customary termination events related to transactions 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 ended May 31, 2025, receivables sold and collected under the RPA was $312,646 and $944,941, respectively. The total principal amount outstanding of receivables sold was approximately $300,000 as of May 31, 2025 and August 31, 2024. The amount of receivables retained and pledged as collateral by the Company as of May 31, 2025 and August 31, 2024 was $327,603 and $349,743, respectively.
The receivables sold incurred fees due to the Purchasers of $3,846 and $11,911 during the thirteen- and thirty-nine-week periods ended May 31, 2025, respectively, and $4,605 and $13,832 during the thirteen- and thirty-nine-week periods ended June 1, 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 9, “Debt” for more information about these financial covenants.
Note 7. Acquisitions
Contingent Consideration Paid
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.
12

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
Disposal of Columbus CFC
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.
Note 9. Debt
Debt at May 31, 2025 and August 31, 2024 consisted of the following:

| 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 |  |

(1)Consists of $216,000 from the Uncommitted Credit Facilities (as defined below), $20,000 from the 3.79% Series 2019A Notes, $234 from financing arrangements, $209 from obligations under finance leases and net of unamortized debt issuance costs of $383 expected to be amortized in the next 12 months.
(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.
In April 2017, the Company entered into a $600,000 revolving credit facility, which was subsequently amended and extended in August 2021 (as amended and extended, the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility, which matures on August 24, 2026, provides for an 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 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.
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
13

MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
increase the revolving loan commitments in an aggregate amount not to exceed $300,000. Subject to certain limitations, each such incremental term loan facility or revolving loan commitment increase will be on terms as agreed to by the Company, the administrative agent and the lenders providing such financing. Outstanding letters of credit were $6,304 at May 31, 2025 and August 31, 2024, respectively.
Uncommitted Credit Facilities
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 31, 2025, the Company was in compliance with the operating and financial covenants of the Credit Facilities and the Private Placement Debt.
Note 10. 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 31, 2025, the maximum number of shares of Class A Common Stock that were available for repurchase under the Share Repurchase Plan was 1,413 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.
14

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 $2.55 per share totaling $142,252 for the thirty-nine-week period ended May 31, 2025. For the thirty-nine-week period ended June 1, 2024, the Company paid aggregate regular cash dividends of $2.49 per share totaling $140,695.
On June 25, 2025, the Board declared a regular cash dividend of $0.85 per share, payable on July 23, 2025, to shareholders of record at the close of business on July 9, 2025. The dividend is expected to result in aggregate payments of $47,324 based on the number of shares outstanding on June 17, 2025.
Reclassification
In 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, par value $0.001 per share (“Class B Common Stock”). At the closing of the Reclassification, each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged and converted into 1.225 shares of Class A Common Stock.
Note 11. Restructuring and Other Costs
Optimization of Company Operations and Profitability Improvement
The Company 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. As such, the Company extends voluntary and involuntary severance and separation benefits to certain associates in order to facilitate its workforce realignment. During the thirteen weeks ended May 31, 2025, the Company reduced its headcount by eliminating various positions to optimize its cost structure and improve operational efficiency.
As part of the Company’s strategic realignment efforts to optimize its supply chain and distribution network and enhance operational efficiency, the Company engaged consultants beginning in fiscal year 2024 and continuing into fiscal year 2025. In connection with these efforts, 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
15

MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
States of America. During the thirteen weeks ended May 31, 2025, the Company disposed of the Columbus CFC and, after 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 ended May 31, 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.
The following table summarizes Restructuring and other costs 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
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 |

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 May 31, 2025. The following table summarizes activity related to liabilities associated with Restructuring and other costs for the thirty-nine 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 |

Note 12. Income Taxes
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.
16

MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
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 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 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. At this time, the ultimate cost to resolve this matter is not reasonably estimable, however the Company believes it has substantial defenses to the alleged claims and intends to vigorously defend itself.
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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 31, 2024 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 2.4 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; 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, 39 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. Our vending machines in service totaled 28,741 as of May 31, 2025, compared to 26,438 as of June 1, 2024, and our In-Plant programs totaled 399 locations as of May 31, 2025, compared to 325 as of June 1, 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 as of May 31, 2025, compared to 2,664 as of June 1, 2024.
Highlights
Highlights during the thirty-nine weeks ended May 31, 2025 include:
•We generated $253.5 million of cash from operations, compared to $303.4 million for the same period in the prior fiscal year.
•We had net borrowings of $12.5 million on our credit facilities and private placement debt, compared to net borrowings of $50.0 million for the same period in the prior fiscal year.
•We paid out an aggregate $142.3 million in regular cash dividends, compared to an aggregate $140.7 million in regular cash dividends for the same period in the prior fiscal year.
•We repurchased $39.1 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), excluding excise taxes, compared to $167.2 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 of our customer fulfillment center in Columbus, Ohio (the “Columbus CFC”) with a sales price of $32.0 million, which resulted in a loss on sale of property of approximately $1.2 million after the settlement of certain closing costs and fees. See Note 8, “Property, Plant and Equipment” in the Notes to Condensed Consolidated Financial Statements for additional information.
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 critical journey, which began in fiscal year 2024, is anchored in three pillars: (i) maintaining the momentum of the first phase of the mission 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
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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, 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, including a streamlined cart and checkout process and improved product discovery functions.
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 including an elevated inflationary environment, sustained high interest rates and general economic and political uncertainty. More recently, new and expanded tariffs have contributed to heightened macroeconomic uncertainty. Such 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 ended May 31, 2025. The IP Index over the three months ended May 2025 and the average for the three- and 12-month periods ended May 2025 were as follows:

Period |  | IP Index
March |  | 103.7
April |  | 103.8
May |  | 103.6
Fiscal Year 2025 Q3 Average |  | 103.7
12-Month Average |  | 103.1

The average IP Index for the three months ended May 2025 was 103.7, mostly flat compared to the prior quarter average of 103.6 and an increase from the comparative quarter in the prior year average of 102.7.
During the third quarter of fiscal year 2025, the Company continued to experience soft demand for the products and services it offers. This soft demand was felt more acutely in the heavy manufacturing industry, which represented 58% of our revenues during the thirteen-week period ended May 31, 2025. The IP index for certain end-markets such as Aerospace and Machinery and Equipment indicates improvement; however, others such as Automotive and Fabricated Metals continue to show contraction for the third quarter of fiscal year 2025. Despite moderate improvement in certain end-markets, the demand environment for the Company’s products was softer than the demand environment for the economy as a whole, which we believe is due to the concentration of the Company’s customers in these and other subindex industries, which lagged the IP index as a whole.
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.
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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
| $ |  | % |  | $ |  | % |  | $ |  | %
Net sales | $ | 971,145 |  |  | 100.0 | % |  | $ | 979,350 |  |  | 100.0 | % |  | $ | (8,205) |  |  | (0.8) | %
Cost of goods sold | 573,406 |  |  | 59.0 | % |  | 578,903 |  |  | 59.1 | % |  | (5,497) |  |  | (0.9) | %
Gross profit | 397,739 |  |  | 41.0 | % |  | 400,447 |  |  | 40.9 | % |  | (2,708) |  |  | (0.7) | %
Operating expenses | 312,324 |  |  | 32.2 | % |  | 288,991 |  |  | 29.5 | % |  | 23,333 |  |  | 8.1 | %
Restructuring and other costs | 2,680 |  |  | 0.3 | % |  | 4,690 |  |  | 0.5 | % |  | (2,010) |  |  | (42.9) | %
Income from operations | 82,735 |  |  | 8.5 | % |  | 106,766 |  |  | 10.9 | % |  | (24,031) |  |  | (22.5) | %
Total other expense | (7,621) |  |  | (0.8) | % |  | (11,430) |  |  | (1.2) | % |  | 3,809 |  |  | (33.3) | %
Income before provision for income taxes | 75,114 |  |  | 7.7 | % |  | 95,336 |  |  | 9.7 | % |  | (20,222) |  |  | (21.2) | %
Provision for income taxes | 18,253 |  |  | 1.9 | % |  | 24,024 |  |  | 2.5 | % |  | (5,771) |  |  | (24.0) | %
Net income | 56,861 |  |  | 5.9 | % |  | 71,312 |  |  | 7.3 | % |  | (14,451) |  |  | (20.3) | %
Less: Net income (loss) attributable to noncontrolling interest | 16 |  |  | 0.0 | % |  | (393) |  |  | 0.0 | % |  | 409 |  |  | (104.1) | %
Net income attributable to MSC Industrial | $ | 56,845 |  |  | 5.9 | % |  | $ | 71,705 |  |  | 7.3 | % |  | $ | (14,860) |  |  | (20.7) | %

Net Sales
Net sales decreased 0.8%, or $8.2 million, to $971.1 million for the thirteen-week period ended May 31, 2025, as compared to $979.4 million for the same period in the prior fiscal year. The $8.2 million decrease in net sales was comprised of $20.4 million of lower sales volume and $1.0 million of unfavorable foreign exchange impact, partially offset by $5.5 million of net sales from our fiscal year 2024 acquisitions and a positive $7.7 million impact from pricing, inclusive of changes in customer and product mix, discounting, favorable tariff-related pricing actions and other items. Of the $8.2 million decrease in net sales during the thirteen-week period ended May 31, 2025, sales to our national account customers decreased $6.2 million, sales to our core and other customers decreased $4.0 million and sales to our public sector customers increased $2.0 million.
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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 31, 2025 and June 1, 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
Net Sales (in thousands) | $ | 971,145 |  |  | $ | 979,350 |
Sales Days | 64 |  |  | 64 |
ADS (1) (in millions) | $ | 15.2 |  |  | $ | 15.3 |
Total Company ADS Percent Change (2) | (0.8) | % |  | (7.1) | %
Customer End-Market: |  |  |
Manufacturing Customers ADS Percent Change (2)(3) | 0.0 | % |  | (6.3) | %
Manufacturing Customers Percent of Total Net Sales(3) | 67 | % |  | 67 | %
Non-Manufacturing Customers ADS Percent Change (2)(3) | (2.4) | % |  | (8.7) | %
Non-Manufacturing Customers Percent of Total Net Sales(3) | 33 | % |  | 33 | %
Customer Type: |  |  |
National Account Customers ADS Percent Change (2)(4) | (1.7) | % |  | 0.3 | %
National Account Customers Percent of Total Net Sales (4) | 37 | % |  | 37 | %
Public Sector Customers ADS Percent Change (2)(4) | 2.4 | % |  | (26.3) | %
Public Sector Customers Percent of Total Net Sales (4) | 9 | % |  | 9 | %
Core and Other Customers ADS Percent Change (2)(4) | (0.8) | % |  | (7.8) | %
Core and Other Customers Percent of Total Net Sales (4) | 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 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 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 $397.7 million for the thirteen-week period ended May 31, 2025 decreased $2.7 million, or 0.7%, compared to the same period in the prior fiscal year. Gross profit margin was 41.0% for the thirteen-week period ended May 31, 2025, as compared 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
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lt of tariff-driven product cost inflation concerns, which also offset lower gross profit margins from recent acquisitions.
Operating Expenses
Operating expenses increased 8.1%, or $23.3 million, to $312.3 million for the thirteen-week period ended May 31, 2025, as compared to $289.0 million for the same period in the prior fiscal year. Operating expenses were 32.2% of net sales for the thirteen-week period ended May 31, 2025, as compared to 29.5% for the same period in the prior fiscal year. The increase in Operating expenses and Operating expenses as a percentage of net sales was primarily due to higher payroll and payroll-related costs and investments supporting our solutions growth.
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 $15.1 million for the thirteen-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 $40.9 million for the thirteen-week period ended May 31, 2025, as compared to $37.4 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 $2.7 million in Restructuring and other costs for the thirteen-week period ended May 31, 2025, as compared to $4.7 million for the same period in the prior fiscal year. The decrease was primarily due to a reduction in consulting-related costs associated with the Company’s strategic realignment efforts to optimize its supply chain and distribution network, partially offset by an increase 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 22.5%, or $24.0 million, to $82.7 million for the thirteen-week period ended May 31, 2025, as compared to $106.8 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 8.5% for the thirteen-week period ended May 31, 2025, as compared to 10.9% 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, an increase in Operating expenses as a percentage of net sales during the thirteen-week period ended May 31, 2025.
Total Other Expense
Total other expense decreased 33.3%, or $3.8 million, to $7.6 million for the thirteen-week period ended May 31, 2025, as compared to $11.4 million for the same period in the prior fiscal year. The decrease was primarily due to lower interest costs on our Credit Facilities, lower fees incurred associated with the Receivables Purchase Agreement entered into during fiscal year 2023 and the impact of realized and unrealized gains on foreign exchange.
Provision for Income Taxes
The Company’s effective tax rate for the thirteen-week period ended May 31, 2025 was 24.3%, as compared to 25.2% 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 31, 2025, as compared to the same period in the prior fiscal year, have been discussed above.
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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.
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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 | %

(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 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
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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.
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Liquidity and Capital Resources

| May 31, 2025 |  | August 31, 2024 |  | $ Change
| (In thousands)
Total debt | $ | 521,033 |  |  | $ | 508,764 |  |  | $ | 12,269 |
Less: Cash and cash equivalents | 71,692 |  |  | 29,588 |  |  | 42,104 |
Net debt | $ | 449,341 |  |  | $ | 479,176 |  |  | $ | (29,835) |
Total shareholders’ equity | $ | 1,375,565 |  |  | $ | 1,401,282 |  |  | $ | (25,717) |

As of May 31, 2025, we had $71.7 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 31, 2025, total borrowings outstanding, representing amounts due under our credit facilities and notes, as well as all finance leases and financing arrangements, were $521.0 million, net of unamortized debt issuance costs of $0.5 million, as compared to total borrowings outstanding of $508.8 million, net of unamortized debt issuance costs of $0.8 million, as of the end of fiscal year 2024. The increase in total borrowings outstanding was driven by higher net borrowings under our credit facilities. See Note 9, “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
| May 31, 2025 |  | June 1, 2024
| (In thousands)
Net cash provided by operating activities | $ | 253,461 |  |  | $ | 303,433 |
Net cash used in investing activities | (41,563) |  |  | (83,213) |
Net cash used in financing activities | (169,598) |  |  | (244,475) |
Effect of foreign exchange rate changes on cash and cash equivalents | (196) |  |  | 131 |
Net increase (decrease) in cash and cash equivalents | $ | 42,104 |  |  | $ | (24,124) |

Cash Flows from Operating Activities
Net cash provided by operating activities was $253.5 million for the thirty-nine weeks ended May 31, 2025, compared to $303.4 million for the thirty-nine weeks ended June 1, 2024. The decrease was primarily due to the following:
•a decrease in net income;
•a decline in inventories in the prior year period primarily attributable to lower sales and purchase volume as well as inventory optimization efforts; partially offset by
•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
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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
| (Dollars in thousands)
Working Capital (1) | $ | 592,498 |  |  | $ | 582,662 |  |  | $ | 629,336 |
Current Ratio (2) | 1.9 |  | 2.0 |  | 2.1
Days’ Sales Outstanding (3) | 39.4 |  |  | 37.9 |  |  | 39.3 |
Inventory Turnover (4) | 3.4 |  |  | 3.3 |  |  | 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 comparable as of May 31, 2025 compared to August 31, 2024 but declined from June 1, 2024, while the current ratio as of May 31, 2025 declined compared to both August 31, 2024 and June 1, 2024. The decrease in working capital compared to June 1, 2024 and in current ratio compared to both prior-year periods was primarily due to higher Accrued expenses and other current liabilities and Current portion of debt including obligations under finance leases and a lower Inventories balance, partially offset by a higher balance in Cash and cash equivalents.
Days’ sales outstanding as of May 31, 2025 increased compared to both August 31, 2024 and June 1, 2024. The increase in days’ sales outstanding was driven by longer payment term requirements from certain national account customers.
Inventory turnover as of May 31, 2025 increased compared to both August 31, 2024 and June 1, 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 weeks ended May 31, 2025 and June 1, 2024 was $41.6 million and $83.2 million, respectively. The use of cash for the thirty-nine weeks ended May 31, 2025 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 $169.6 million for the thirty-nine-weeks ended May 31, 2025, compared to $244.5 million for the thirty-nine weeks ended June 1, 2024, primarily due to the following:
•$39.1 million in aggregate repurchases of Class A Common Stock during the thirty-nine weeks ended May 31, 2025, compared to $167.2 million in aggregate repurchases of Class A Common Stock during the thirty-nine weeks ended June 1, 2024;
•$142.3 million of regular cash dividends paid during the thirty-nine weeks ended May 31, 2025, compared to $140.7 million of regular cash dividends paid during the thirty-nine weeks ended June 1, 2024; and
•net borrowings of $12.5 million under our credit facilities and private placement debt during the thirty-nine weeks ended May 31, 2025, compared to net borrowings of $50.0 million during the thirty-nine weeks ended June 1, 2024.
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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 31, 2025, the Company has not made any additional payments or borrowings through June 17, 2025 on its revolving credit facility. The current unused balance of $513.7 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 31, 2025, the Company also had three uncommitted credit facilities, totaling $230.0 million in aggregate maximum uncommitted availability. As of May 31, 2025, we were in compliance with the operating and financial covenants of our credit facilities. See Note 9, “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 9, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these transactions.
Leases and Financing Arrangements
As of May 31, 2025, certain of our operations were conducted on leased premises. These leases are for varying periods, the longest extending to fiscal year 2031. 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 31, 2024.
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 31, 2024. Except as described in Item 2, “Management’s Discussion and Analysis of Financial Condition and
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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, 2025 due to the material weakness in internal control over financial reporting as described below.
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 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 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. 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.
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. 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. At this time, the ultimate cost to resolve this matter is not reasonably estimable, however the Company believes it has substantial defenses to the alleged claims and intends to vigorously defend itself.
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 31, 2024, 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 31, 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 Announced Plans or Programs |  | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(3)
3/2/2025-4/1/25 |  | 54,184 |  | $ | 75.50 |  |  | 53,481 |  | 1,475,723
4/2/25-5/1/25 |  | 62,300 |  | $ | 70.96 |  |  | 62,300 |  | 1,413,423
5/2/25-5/31/25 |  | 1,010 |  | $ | 81.14 |  |  | — |  | 1,413,423
Total |  | 117,494 |  |  |  | 115,781 |  |

(1)During the thirteen weeks ended May 31, 2025, 1,713 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 31, 2025, the maximum number of shares of Class A Common Stock that may yet be repurchased under the Share Repurchase Plan was 1,413,423 shares.
Item 5. Other Information.
Insider Trading Arrangements
On April 9, 2025, Kimberly Shacklett, the Company’s Senior Vice President, Sales and Customer Success, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
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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.
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Item 6. Exhibits.
EXHIBIT INDEX

Exhibit No. |  | Description
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.

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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
|  | Erik Gershwind Chief Executive Officer (Principal Executive Officer)
Dated: July 1, 2025 | By: | /s/ KRISTEN ACTIS-GRANDE
|  | Kristen Actis-Grande Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer )

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