ASSOCIATE BENEFIT PLANS

12 Months Ended

Aug. 29, 2026

Share-Based Payment Arrangement [Abstract]

The Company accounts for all stock-based payments in accordance with ASC Topic 718, “Compensation—Stock Compensation,” as amended. Stock-based compensation expense included in Operating expenses in the Consolidated Statements of Income for fiscal years 2026, 2025 and 2024 was as follows:


	For the Fiscal Years Ended
	August 29, 2026		August 30, 2025		August 31, 2024
Stock-based compensation expense (1)	$	19,017	$	12,551	$	18,848
Deferred income tax benefit	(4,697)		(3,130)		(4,773)
Stock-based compensation expense, net	$	14,320	$	9,421	$	14,075

(1)Includes equity award acceleration costs associated with associate severance and separation, which are included in Restructuring and other costs in the Consolidated Statements of Income for fiscal years 2026, 2025 and 2024. See Note 15, “Restructuring and Other Costs” for additional information.

2023 Omnibus Incentive Plan

At the Company’s annual meeting of shareholders held on January 25, 2023, the shareholders approved the MSC Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”). The 2023 Omnibus Incentive Plan replaced the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “Prior Plan”) and, beginning January 25, 2023, all awards are granted under the 2023 Omnibus Incentive Plan. Awards under the 2023 Omnibus Incentive Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, and performance cash, performance shares or performance units. All outstanding awards under the Prior Plan will continue to be governed by the terms of the Prior Plan. Upon approval of the 2023 Omnibus Incentive

Plan, the maximum aggregate number of shares of Class A Common Stock authorized to be issued under the 2023 Omnibus Incentive Plan was 2,186 shares, of which 1,595 authorized shares of Class A Common Stock were remaining as of August 29, 2026.

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.

Restricted Stock Units

A summary of the Company’s non-vested restricted stock unit (“RSU”) award activity under the 2023 Omnibus Incentive Plan and the Prior Plan for fiscal years 2026, 2025 and 2024 is as follows:


	For the Fiscal Years Ended
	August 29, 2026			August 30, 2025			August 31, 2024
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Non-vested at the beginning of the year	449	$	85.68	431	$	88.29	467	$	80.98
Granted	227	85.35		237	80.72		192	98.13
Vested	(166)	85.54		(165)	85.04		(194)	80.54
Canceled/Forfeited	(45)	85.15		(54)	86.82		(34)	87.55
Non-vested at the end of the year (1)	465	$	85.61	449	$	85.68	431	$	88.29

(1)Excludes approximately 34, 34 and 35 shares of accrued incremental dividend equivalent rights on outstanding RSUs as of August 29, 2026, August 30, 2025 and August 31, 2024, respectively, granted under the 2023 Omnibus Incentive Plan and the Prior Plan.

Performance Stock Units

A summary of the Company’s non-vested performance share unit (“PSU”) award activity under the 2023 Omnibus Incentive Plan and the Prior Plan (based on target award amounts) for fiscal years 2026, 2025 and 2024 is as follows:


	For the Fiscal Years Ended
	August 29, 2026			August 30, 2025			August 31, 2024
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value
Non-vested PSUs at the beginning of the year	112	$	86.28	123	$	88.31	112		$	81.81
Granted	63	84.79		52	80.52		45		97.78
PSU adjustment (1)	(37)	82.57		—	—		23		74.79
Vested	—	—		(38)	84.96		(46)		74.79
Canceled/Forfeited	(4)	86.29		(25)	86.41		(11)		88.78
Non-vested PSUs at the end of the year (2)	134	$	86.61	112	$	86.28	123	0	$	88.31

(1)PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance goals above or below the performance targets established at grant.

(2)Excludes approximately 7, 2 and 9 shares of accrued incremental dividend equivalent rights on outstanding PSUs as of August 29, 2026, August 30, 2025 and August 31, 2024, respectively, granted under the 2023 Omnibus Incentive Plan and the Prior Plan.

The fair value of each RSU and PSU 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 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 cost related to the RSUs and PSUs at August 29, 2026 was $26,415 and $5,682, respectively, which are expected to be recognized over a weighted-average period of 2.5 and 1.4 years, respectively.

Stock Options

The aggregate intrinsic value of stock 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 fiscal years 2026, 2025, and 2024 was $0, $623, and $1,912, respectively. As of August 30, 2025, there were approximately 1 (thousand) stock option awards outstanding and exercisable, with an exercise price of $83.21. During fiscal year 2026, all remaining outstanding stock option awards expired and there were no stock option awards outstanding as of August 29, 2026.

Associate Stock Purchase Plan

The Company has established the MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan (the “Associate Stock Purchase Plan”), the terms of which allow for eligible associates (as defined in the Associate Stock Purchase Plan) to participate in the purchase of up to a maximum of five shares of Class A Common Stock at a price equal to 90% of the closing price at the end of each stock purchase period. On January 21, 2026, the shareholders of the Company approved an increase in the authorized but unissued shares of Class A Common Stock reserved for sale under the Associate Stock Purchase Plan from 1,850 shares to 2,150 shares. As of August 29, 2026, approximately 376 shares remained reserved for issuance under the Associate Stock Purchase Plan. During fiscal years 2026 and 2025, associates purchased approximately 47 shares and 59 shares, respectively, of Class A Common Stock at an average per share price of $86.26 and $72.53, respectively.

Savings Plan

The Company maintains a defined contribution plan with both a profit sharing feature and a 401(k) feature, which covers all associates who have completed at least one month of service with the Company. For fiscal years 2026, 2025 and 2024, the Company contributed $9,956, $9,837 and $9,727, respectively, to the plan. The Company contributions are discretionary.