MSC INDUSTRIAL DIRECT CO INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the transition period from _____ to _____

Commission File Number: 1-14130

(Exact name of registrant as specified in its charter)

(516)812-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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 Noo

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 Noo

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.

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). Yeso Nox

As of December 18, 2024,55,859,134 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;

•the risk of customer cancellation or rescheduling of orders;

•our ability to accurately forecast customer demand;

•customer cancellations or rescheduling of orders;

•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;

•risks associated with opening or expanding our customer fulfillment centers;

•our ability to estimate the cost of healthcare claims incurred under our self-insurance plan;

•interruption of operations at our headquarters or customer fulfillment centers;

•products liability due to the nature of the products that we sell;

•impairments of goodwill and other indefinite-lived intangible assets;

•the impact of climate change;

•operating and financial restrictions imposed by the terms of our material debt instruments;

•our ability to access additional liquidity;

•the significant influence that our principal shareholders will continue to have over our decisions;

•our ability to execute on our E-commerce strategies and maintain our digital platforms;

•costs associated with maintaining our information technology (“IT”) systems and complying with data privacy laws;

•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;

•disruptions or breaches of our IT systems or violations of data privacy laws, including such disruptions or breaches in connection with our E-commerce channels;

•risks related to online payment methods and other online transactions;

•the retention of key management personnel;

•litigation risk due to the nature of our business;

•failure to comply with environmental, health, and safety laws and regulations; and

•our ability to comply with, and the costs associated with, social and environmental responsibility policies.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2024

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