MSC Industrial Direct 提交2026财年Form 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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(Mark One)

For the fiscal year ended August 29, 2026

OR

For the transition period from ______ to______

Commission File Number: 1-14130

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MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

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(516) 812-2000

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of Class A Common Stock held by non-affiliates of the registrant as of February 27, 2026 was approximately $4,256,102,315.

As of October 1, 2026, 55,858,255 shares of Class A Common Stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed with the United States Securities and Exchange Commission in connection with the registrant’s 2027 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein.

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MSC INDUSTRIAL DIRECT CO., INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED AUGUST 29, 2026

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PART I.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (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 1 of Part I and Item 7 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. MSC Industrial Direct Co., Inc. (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”) expressly disclaims 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 1A of Part I and Item 7 of Part II of this Report. 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, and the impact of any lapse in funding for the federal government;

•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 to maintain our digital platforms;

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

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

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

•the retention of key management personnel;

•our involvement in legal proceedings and risk of future litigation;

•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.

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ITEM 1. BUSINESS.

General

MSC is a leading North American distributor of a broad range of metalworking, maintenance, repair and operations (“MRO”) and production fastener and hardware products and services. With more than 80 years of experience, we help customers improve productivity, profitability, and operational performance. We serve individual machine shops, Fortune 1000 companies and manufacturers of all sizes. We also maintain a robust public sector customer base including governments and their instrumentalities such as federal agencies, state governments and public sector healthcare providers. We position ourselves as a mission-critical partner to our customers, offering highly technical and high-touch solutions to solve their most complex challenges.

Products and Suppliers

We offer approximately 2.5 million active, saleable stock-keeping units (“SKUs”). The expansive number of SKUs makes us an increasingly valuable partner to our customers as they look to rationalize their supplier base. Our broad range of metalworking and MRO products includes cutting tools, abrasives, machining fluids, measuring instruments, machinery and accessories, tooling components, fasteners, flat stock, raw materials, machinery hand and power tools, safety and janitorial supplies, plumbing supplies, materials handling products, power transmission components and electrical supplies. Over time, we have expanded our product offerings organically and through selective acquisitions, including expansion into Class C Consumables and OEM product offerings, and have also scaled our tooling, regrinding and tool manufacturing business. The variety and availability of our product base, competitive pricing and dependable product quality levels enable our customers to select from “good-better-best” options on nearly all purchases.

Our extensive network of supplier partnerships provides us with access to technical applications, safety training certifications and many other value-added services for our customers. The majority of the products we sell are third-party manufactured products which we source directly from more than 3,000 suppliers. No single supplier accounted for more than 5% of our total purchases in fiscal year 2026. Additionally, MSC’s robust sourcing capabilities and vast supplier base allow us to further satisfy our customers’ needs outside of our current product offerings. Our selection of MSC exclusive brands and value-oriented generic branded products distinguishes us from competitors. SKUs sold under MSC exclusive brands represented approximately 15% of net sales in fiscal year 2026.

Industry and Competitive Environment

MSC operates in a large, fragmented industrial distribution market serving customers’ metalworking, MRO, production fastener and hardware product needs. Nearly every industrial business has an ongoing need for these products to support operations and maintain productivity. The market includes national, regional and local distributors, retail outlets, small distributorships, online distributors, direct mail suppliers, large warehouse stores and manufacturers’ direct sales organizations. Some of our competitors challenge us with a greater variety of product offerings, greater financial resources, additional services, or a combination of these factors. Our industry has seen consolidation in recent years. The trend of our industry toward consolidation could cause the industry to become more competitive (i) as greater economies of scale are achieved by competitors, or (ii) as competitors with new lower-cost business models are able to operate with lower prices and gross profit on products.

In the industrial products market, customer purchasing decisions are based primarily on one or more of the following criteria: price, product selection, product availability, technical support relationship, level of service and convenience. We believe we compete effectively on all such criteria. Many customers seek to reduce procurement complexity, improve inventory management and lower the total cost of managing indirect supplies. These challenges represent an opportunity for distributors like MSC that offer more than traditional transaction-focused distributors, including a broad product portfolio, product availability, technical expertise and inventory management solutions. We improve purchasing efficiency and reduce costs for our customers because our offerings enable our customers to consolidate suppliers, purchase orders and invoices, and reduce time spent tracking inventory and making stocking decisions.

Key Differentiators

MSC differentiates itself in the industry through its industry-leading metalworking expertise and technical support, robust inventory management solutions and superior customer experience.

Technical Expertise and Support. MSC provides technical support and personalized service through our team of field sales specialists and centralized technical representatives. With a dedicated team of over 160 metalworking, safety and

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fluid connector technical specialists, we work closely with our customers to optimize their manufacturing processes and improve efficiency. Our experts share their deep expertise and knowledge of metalworking processes, perform in-depth onsite needs analyses and leverage proprietary tools and services such as Application Optimization (“Ap Op”), MSC MillMax® and advanced data analysis capabilities to identify opportunities for productivity improvements and deliver tailored solutions across a range of machining processes. This combination of technical expertise and cutting-edge tools positions MSC as a trusted partner in driving productivity and profitability.

Inventory Management Solutions. We are committed to investing in our robust inventory management solutions, including eProcurement, VMI, CMI, vending, tool crib control and in-plant solutions. Our integrated approach to the shop floor provides broad flexibility in our solutions configurations, satisfying both simple and complex customer needs. Our solutions enable customers to gain full visibility into their on-hand inventory, streamline procurement, access a wide range of products and improve accountability, regardless of which solution is utilized. These solutions allow our customers to focus on their core business, while MSC manages their inventory ordering, fulfillment and replenishment.

Our vending machines use network or web-based software to enable customers to optimize the shop floor and gain inventory visibility, which in turn saves time and drives profitability. Our vending solutions used by customers in manufacturing plants are customizable and scalable, making them ideal for diverse industrial environments. Vending solutions include different kinds of machines, such as storage lockers or carousels, which can stand alone or be combined with other machines. These solutions are supported by our world-class sourcing capabilities, logistics infrastructure and the latest innovations in E-commerce and cloud-based computing technologies, ensuring consistent, reliable service across all touchpoints.

Superior Customer Experience. A core tenet of MSC’s success that enables us to stand apart in the market is our focus on customers’ needs. Our dedicated customer experience organization is focused on enhancing customer engagement, strengthening customer loyalty and retention, identifying opportunities to improve customer interactions and supporting the delivery of a more seamless and personalized experience across all customer touchpoints.

The efficient handling of orders is a critical aspect of our business, and one of our goals is to make purchasing our products as convenient and effortless as possible, whether the order is submitted digitally through our E-commerce platforms (the MSC website, vending machines and eProcurement) or via telephone or email. Our customer care centers are supported via telephony, case management and workforce optimization platforms. We continue to evolve and invest in technology and implement additional functionality to streamline the customer experience organization and create a more connected experience for our customers regardless of the contact method chosen and across onboarding, customer care, field service and retention.

MSC consistently receives top quartile customer satisfaction ratings, according to customer surveys. We provide extensive training to empower our associates to better support our customers and utilize feedback from customer comment cards, surveys and other customer outreach tools to improve the overall customer experience. By working to anticipate our customers’ needs, we strive to exceed our customers’ expectations.

Distribution Network

We operate a sophisticated network of five customer fulfillment centers, eight regional inventory centers, 37 warehouses (35 in North America and two in other foreign countries) and five manufacturing locations. We manage our primary customer fulfillment centers via computer-based SKU tracking systems and radio frequency devices that locate specific stock items to make the selection process more efficient. We carry many of the products we sell in our inventory, so that orders for these in-stock products are processed and fulfilled the day the order is received. We guarantee same-day shipping of our core metalworking and MRO products and offer next-day delivery nationwide in the United States for qualifying orders placed by 8 p.m. Eastern Time. Some specialty or custom items and very large orders are shipped directly from the manufacturer. We continue to invest in the improvement of our distribution efficiency and capabilities. In response to shifts in the labor market, we introduced a robotic packing solution and deployed advanced robotic picking technology at several customer fulfillment centers to improve productivity and associate safety while reducing energy consumption and saving space.

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Marketing and Sales

Our marketing programs are designed to reach prospective and existing customers and are tailored to the needs of key decision-makers and frontline users across customer types, end markets and business sizes, with a particular focus on markets where we believe we have the strongest opportunities for growth.

Through an integrated marketing approach, we build brand awareness, support sales effectiveness and engage targeted audiences across digital and traditional channels. We execute omnichannel marketing campaigns across search, email, social media, digital advertising and other channels to engage customers and drive measurable outcomes. Traditional marketing channels, such as catalogs, brochures and direct mail, are used strategically to complement digital efforts to support targeted outreach in key verticals. We leverage analytics, artificial intelligence ("AI"), proprietary data and market intelligence to enhance marketing effectiveness, personalize customer engagement and support customer acquisition and retention. In addition, we invest in initiatives intended to increase brand awareness, strengthen differentiation and reinforce MSC's value proposition among targeted industrial audiences.

Our go-to-market approach combines these data-driven marketing programs with the expertise of our sales representatives to strengthen customer relationships and support growth. Our sales representatives are highly trained and experienced individuals who build and maintain relationships with customers, identify optimization opportunities, assist customers in reducing costs, provide and coordinate technical support, coordinate special orders and shipments with vendors and update customer account profiles in our information systems. Our sales representatives are equipped with proprietary mobile technology and analytics that provide access to customer, industry and inventory insights, enabling cross-selling across our broad product portfolio.

Recently, we have invested resources to maximize seller potential through an enhanced data-driven territory model to optimize field seller portfolios. We have also implemented enhanced analytics to enable additional cross-selling opportunities across MSC’s product portfolio. Building upon the refreshed territory model, during fiscal year 2026 we completed our sales force optimization initiative, which included workforce realignment actions intended to streamline our sales organization, a refreshed sales management process, a redesigned sales commission plan and a structured onboarding and development program designed to accelerate readiness and support long-term success for our sales organization. These investments aim to maximize seller potential, drive seller effectiveness, increase face-to-face customer interactions and accelerate revenue realization.

Information Systems

MSC’s information systems are an integral part of driving growth and delivering our full value proposition to our customers. Our extensive E-commerce capabilities provide sophisticated search and transaction capabilities, access to real-time inventory, customer-specific pricing, workflow management tools, customized reporting and other features. Our systems allow our customers to conduct business with us securely across multiple channels in the way they want. We offer advanced tools that integrate our solutions with customer purchasing platforms and workflows, providing customers visibility into product availability and allowing customers to evaluate alternative products and pricing. We also maintain an electronic data interchange and XML purchasing program with our vendors and interface directly with many metalworking applications, marketplaces and purchasing portals.

The MSC website is a business-to-business oriented online storefront that is a key component of our strategy to reduce our customers’ transaction costs and delivery times. The MSC website contains a searchable online catalog which allows customers to find SKUs by keyword, part description, competitive part number, vendor number or brand. The website also provides electronic ordering capabilities, online bill payment, delivery tracking status and personalized real-time inventory availability. Information can also be found detailing MSC’s in-plant and other inventory management solutions. We focus on the continued improvement of our E-commerce capabilities, including the MSC website, and invest in our proprietary search engine and enrichment of product data to ensure it remains a premier website in our industry.

We utilize disaster recovery techniques and procedures, which are consistent with industry practices in enterprise IT. Our E-commerce environment is continually being upgraded and in recent years we have migrated many of our systems to take advantage of the flexibility and controls offered by cloud computing platforms while downsizing our on-premise data center footprint.

MSC is actively leveraging AI in various areas to improve customer experiences and drive efficiencies in areas such as recommendations for our customer experience team, order error processing, natural language processing to automate product taxonomy classification and chatbots for our associates to quickly find relevant information. We continue

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to take steps to understand and utilize this technology in additional areas within the Company. We believe our strategic alignment with leading vendors in this space will position MSC well for a future where AI technology will be integrated into many aspects of MSC’s business and is an important component of MSC’s long-term growth strategy.

Reclassification

In the first quarter of fiscal year 2024, we completed our reclassification (the “Reclassification”) of our common stock to eliminate our Class B Common Stock, par value $0.001 per share (“Class B Common Stock” and, together with our Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), collectively “Common Stock”). Pursuant to the Reclassification, each issued and outstanding share of Class B Common Stock was reclassified, exchanged and converted into 1.225 shares of Class A Common Stock. See Note 13, “Shareholders’ Equity” in the Notes to Consolidated Financial Statements for additional information.

Intellectual Property

We conduct business under various trademarks and service marks. We protect these trademarks by maintaining registrations in the United States, Canada and elsewhere. We also file for and obtain patents and use confidentiality and other agreements with customers, associates, consultants and others in order to protect our proprietary information. Although we do not believe our operations are substantially dependent upon any of our intellectual property, we consider our intellectual property to be valuable to our business.

Seasonality

At any given time, we may be impacted by our industrial customers’ plant shutdowns, particularly during the summer months (our fiscal fourth quarter), as well as the winter months for the Christmas and New Year holiday period (our fiscal second quarter). In addition, we may be impacted by weather-related disruptions.

Compliance with Health and Safety and Environmental Laws and Regulations

Our operations are subject to a variety of federal, state, local and non-U.S. health and safety and environmental laws and regulations relating to the discharge, treatment, storage, disposal, investigation and remediation of certain materials, substances and wastes. We continually assess our compliance status and management of environmental matters to ensure that our operations are compliant with all applicable environmental laws and regulations.

Operating and maintenance costs associated with environmental compliance and management of sites are a normal and recurring part of our operations. With respect to matters that may be pending, based on our analysis of relevant facts and circumstances, compliance with applicable environmental laws and regulations is not likely to have a material adverse effect upon our capital expenditures, earnings or competitive position.

Human Capital Resources

At MSC, we refer to our workforce as our team of “associates,” rather than employees, because we believe that our associates have a stake in our success. We rely on each other to be as dedicated to MSC as MSC is dedicated to each associate. This is a critical part of our expectations of our associates and a unique part of our culture.

As of August 29, 2026, we employed 7,028 associates worldwide, of which 6,845 were full-time and 183 were part-time. No associate is represented by a labor union. Approximately 88% of our workforce is based in the United States. MSC has not experienced work stoppages and considers associate relations to be good.

Our goal is to attract, develop and retain a talented team of associates inspired by our greater purpose of fueling the potential of our stakeholders. We believe a career at MSC includes:

•Purpose – MSC helps to fuel the industrial economy, propel our stakeholders’ success, and contribute to our customers’ growth.

•People and Respect – MSC cares about people. We strive to offer a positive work environment, with people you like and leaders you can respect.

•Health and Well-being – MSC offers many available options for our associates and their families to be healthy and plan for the future.

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•Rewards and Recognition – Appreciation for our associates’ contributions and the opportunity to share financially and intrinsically in MSC’s success.

•Growth – The opportunity to learn, take risks and develop a career.

Health and Safety

MSC’s safety vision is to strive for zero injuries and build a culture in which safety is a top value across all levels of the organization, and every associate has the right and responsibility to continually seek to prevent injuries. Our safety team and associates are highly engaged in identifying trends in our incidents throughout the network and working collaboratively with our leadership to effectively reduce incidents and to make MSC one of the safest places to work.

In the 2025 calendar year, the Company’s Occupational Safety and Health Administration (“OSHA”) Total Recordable Incident Rate was 0.90 and the Company’s OSHA Lost Time Incident Rate was 0.42 based upon the number of incidents per 100 associates (or per 200,000 work hours). The Company’s rates fall below the Total Recordable Incident Rate and the Lost Time Incident Rate of the North American Industry Classification System.

Talent Acquisition and Development

MSC focuses on creating opportunities for associate growth, development, training and education, offering a comprehensive talent program that continues throughout an associate’s career. MSC believes that its future success is highly dependent upon the Company’s continued ability to attract, retain and motivate associates. As part of its efforts in these areas, the Company offers competitive compensation and benefits to meet the diverse needs of team members and support their health and well-being, financial future and work-life balance. Associates are given access to health plan resources, disease management, tobacco cessation, parental support, and stress management programs. In addition, MSC provides to its associates retirement savings, paid holidays and time off, educational assistance, disability and life insurance benefits as well as a variety of other programs.

MSC also offers through MSC University various learning and development opportunities in support of associate career growth and success through a variety of offerings, including virtual classrooms and webinars, instructor-led courses, informal work groups, e-learning, books and articles, and more. These opportunities can drive improvement, facilitate career development, provide coaching and mentoring opportunities, and enhance communication skills. The average number of training hours completed by each MSC associate in fiscal year 2026 was approximately 21 hours. Additionally, MSC’s tuition assistance program covers educational costs and provides eligible associates the financial assistance to obtain a graduate or undergraduate degree while working.

Available Information

We make available, free of charge, on or through the investor relations portion of our website, https://investor.mscdirect.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, as well as proxy statements and other information, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. We also make available, on our website, the charters of the committees of the Board of Directors of the Company (our “Board of Directors”), the Code of Ethics, the Code of Business Conduct and the Corporate Governance Guidelines pursuant to SEC requirements and New York Stock Exchange (“NYSE”) listing standards. The information on our website, or linked to or from our website, is not incorporated by reference into, and does not constitute a part of, this Report or any other documents we file with, or furnish to, the SEC.

We use the investor relations portion of our website to distribute information, including as a means of disclosing material, non-public information, and for complying with our disclosure obligations under Regulation FD. We routinely post and make accessible financial and other information regarding the Company on our website (https://investor.mscdirect.com). Accordingly, investors should monitor the investor relations portion of our website in addition to our press releases, SEC filings and other public communications.

ITEM 1A. RISK FACTORS.

In addition to the other information in this Report, the following factors should be considered in evaluating the Company and its business. Our future operating results depend upon many factors and are subject to various risks and

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uncertainties. The known material risks and uncertainties which may cause our operating results to vary from anticipated results or which may negatively affect our business, financial condition, or results of operations are as follows:

Risks Related to Our Business

Our business depends heavily on the operating levels of our customers and the economic factors that affect them, including general economic conditions.

Many of the primary markets for the products and services we sell are subject to cyclical fluctuations that affect demand for goods and materials that our customers produce. Consequently, demand for our products and services has been, and will continue to be, influenced by many of the same economic factors that affect demand for and production of our customers’ products.

When current or prospective customers reduce production levels because of lower demand or tight credit conditions, as occurs in economic downturns, their need for our products and services diminishes. Selling prices and terms of sale with our customers come under pressure, which may adversely affect the profitability and the durability of customer relationships. Credit losses increase as well. Volatile economic and credit conditions also make it more difficult for distributors, as well as customers and suppliers, to forecast and plan future business activities and may prevent them from ordering our products as frequently or in the quantities they otherwise would. As a result of any such economic recession or slowing in the rate of growth, we may experience a material adverse effect on our business, financial condition, or results of operations.

Additionally, macroeconomic conditions may impact the proper functioning of financial and capital markets, foreign currency exchange rates, commodity and energy prices, labor and supply costs, and interest rates. We have also been affected by macroeconomic conditions specific to the principal end markets that we serve, including as the result of work stoppages and organized labor activity or reduced industrial activity due to tariffs. Any or all of these factors may impact us, our customers, and their demand for our products. In addition, technological developments, including the increasing adoption of AI, may alter labor markets, customer demand patterns, competitive dynamics, and broader economic conditions in ways that are difficult to predict and may adversely affect our business and the businesses of our customers.

Further, our business is highly related to the manufacturing sector. As various sectors of our manufacturing customer base face increased foreign competition, and in fact lose business to foreign competitors or shift their operations overseas in an effort to reduce expenses, we may face increased difficulty in growing and maintaining our market share and growth prospects.

Changes in our customer and product mix, or adverse changes to the cost of goods we sell, could cause our gross margin percentage to fluctuate or decrease.

As a distributor, our profitability is highly dependent on our gross margin, which in turn varies based on the product sold and the type of customer. From time to time, we experience changes in our customer mix and in our product mix. Changes in our customer mix have resulted from various factors, such as changes in the geographies we serve, daily selling activities within current geographic markets, and targeted selling activities to different customers. Changes in our product mix have also resulted from various factors, such as marketing activities to existing customers, needs communicated to us from existing and prospective customers, tariff-driven sourcing decisions, and business acquisitions. As our national account and public sector customer program sales grow, we will face continued pressures on maintaining gross margin because these customers receive lower pricing due to their higher level of purchases from us. In addition, our continued expansion of our vending program and other E-commerce platforms places pressure on our gross margin. We may also be subject to price increases from our suppliers and independent freight carriers that we may not be able to pass along to our customers, particularly in periods of high or rapid inflation.

Volatility in commodity, energy and labor prices, as well as periods of abnormal inflation, may adversely affect operating margins.

In times of commodity, energy and labor price increases, we may be subject to price increases from our suppliers and independent freight carriers that we are unable to pass along to our customers. Raw material costs used in our suppliers’ products (steel, tungsten, etc.) and energy and labor costs may increase, which may result in increased production costs for our suppliers that they pass along to us. In recent years, the fuel costs of our independent freight

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carriers have also been volatile. Our suppliers and independent freight carriers typically look to pass increased costs along to us through price increases. When we are forced to accept these price increases, we may not be able to pass them along to our customers, resulting in lower margins.

In addition to increases in commodity, energy and labor prices, decreases in those costs, particularly if severe, could also adversely affect us by creating deflation in selling prices, which could cause our gross profit margin to deteriorate, or by negatively impacting customers in certain industries, which could cause our sales to those customers to decline.

Inflation impacts the costs at which we can procure products and our ability to increase prices at which we sell to customers over time. Prolonged periods of low inflation or deflation could adversely affect our ability to increase the prices at which we sell to customers. Periods of high or rapid inflation, such as the historically high levels of inflation the United States has experienced in recent years, may also cause the prices that our suppliers and independent freight carriers charge to increase rapidly or unpredictably. We may not be able to pass along increased costs due to inflation in full or synchronously to customers, which may result in lower margins or changes in our relationships with customers.

We operate in a highly competitive industry, which is evolving and consolidating, which could have a material adverse effect on our business, financial condition, or results of operations.

The industrial distribution industry, although consolidating, still remains a large, fragmented industry that is highly competitive. We face competition from traditional channels of distribution, such as retail outlets, dealers and wholesalers, regional and national distributors utilizing direct sales forces, manufacturers of MRO supplies, large warehouse stores and large direct mail distributors. We believe that the sale of industrial products will continue to become more concentrated over time, which may make the industrial distribution market more competitive. Some of our competitors challenge us with a greater variety of product offerings, greater financial resources, additional services, or a combination of these factors. In addition, we also face the risk of companies that operate primarily outside of our industry entering our marketplace.

Our industry is evolving at a rapid pace. If we do not have the agility and flexibility to effectively respond to the accelerated pace of industry changes, our strategy could be put at risk resulting in a loss of market share. Advances in technology, including artificial intelligence, may lower barriers to entry to new market entrants and may enable existing competitors to compete more effectively. We also face substantial competition in the online distribution space that competes with price transparency. Increased competition from online retailers (particularly those major internet providers who can offer a wide range of products and rapid delivery), and the adoption by competitors of aggressive pricing strategies or sales methods, could cause us to lose market share or reduce our prices, adversely affecting our sales, margins, and profitability.

Traditional industrial product suppliers are attempting to consolidate the market through internal expansion or acquisitions or mergers with other industrial suppliers, or a combination of both. This consolidation allows suppliers to improve efficiency, spread fixed costs over a greater number of sales, and achieve other benefits derived from economies of scale. The trend of our industry toward consolidation could cause the industry to become more competitive as greater economies of scale are achieved by competitors, or as competitors with new lower-cost business models are able to operate with lower prices and gross profit on products. These trends may adversely affect our sales, margins and profitability.

In order to operate more efficiently, control costs and improve profitability, we incur restructuring and other costs, which can include consulting and severance and separation costs. There can be no assurance that actions taken in connection with such costs will achieve their intended benefits.

As a supplier to the public sector, we are subject to certain laws and regulations that mandate compliance standards, may result in potential liabilities and may increase our costs of doing business, any of which could have a material adverse effect on our business, financial condition or results of operations.

As a supplier to the U.S. government and public sector, which represented approximately 9% of the Company's total revenue in fiscal year 2026, we must comply with certain laws and regulations, including the Trade Agreements Act, the Buy American Act and the Federal Acquisition Regulation, relating to the formation, administration and performance of U.S. government contracts. These laws and regulations affect how we do business with government customers and, in some instances, impose added compliance and other costs on our business. From time to time, we are subject to governmental or regulatory inquiries or audits relating to our compliance with these laws and regulations. A violation of

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these specific laws and regulations, as well as others, could result in the imposition of fines and penalties, the termination of our public sector contracts or harm to our reputation, all of which would cause our business to suffer.

In addition, public sector contracts often impose terms and conditions regarding indemnification obligations and liability that are less protective of us than the terms of our agreements with other types of customers. Should an event occur that gives rise to an indemnity claim or other claim for damages, the potential liability may significantly exceed that which may typically arise in the context of our private sector contracts.

Our business is exposed to the credit risk of our customers, which could have a material adverse effect on our business, financial condition, or results of operations.

We generally do not require collateral from our customers, which exposes us to credit risk. We evaluate the collectability of accounts receivable based on numerous factors, including past transaction history with customers and their creditworthiness based on our periodic reviews, and we establish a reserve for accounts that we believe to be uncollectible. Although our historical credit loss experience has been generally consistent with our expectations and reserves, a significant deterioration in the economy or the financial condition of our customers, including as a result of higher inflation and fluctuations in interest rates, geopolitical events or macroeconomic events, could have an adverse effect on our ability to collect our accounts receivable, lengthen payment cycles and increase collection costs.

Changes in customer demand, strategic inventory investments and supplier performance can lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business.

We are subject to the risk that we may be unable to sell all the products we purchase for resale. Inventory levels in excess of customer demand may result in inventory impairment or write-downs, and the sale of excess inventory at discounted prices could have a material adverse effect on our business, financial condition, or results of operations. Excess inventory could result from factors such as lost business, rapid changes in customer preferences, product innovations, customer financial condition, or negotiated incremental purchases with suppliers. Conversely, if we underestimate customer demand for our products or if our manufacturers fail to supply products we require at the time we need them, we may experience inventory shortages. Inventory shortages could result from events such as difficulties in product sourcing, including due to supply chain disruptions affecting us and our suppliers, or the concentration of demand for a limited number of SKUs. Inventory shortages could delay shipments to customers, negatively impact customer relationships, reduce cash flows and have a material adverse effect on our business, financial condition, or results of operations.

Interruptions in our ability to make deliveries to our customers could have a material adverse effect on our business, financial condition, or results of operations.

Our ability to provide same-day shipping and next-day delivery of our core metalworking and MRO products is an integral component of our overall business strategy. Disruptions at transportation centers, shipping ports, or our customer fulfillment centers, including global and domestic locations, due to third-party work stoppages with our shipping partners or otherwise, or labor shortages or severe weather conditions affect both our ability to maintain core products in inventory and to deliver products to our customers on a timely basis, which may in turn adversely affect our customer relationships and results of operations. In addition, severe weather conditions and work stoppages affecting the end markets we serve could adversely affect demand for our products in particularly hard-hit regions and impact our sales and/or our ability to deliver our products.

Supply chain disruptions could have a material adverse effect on our business, financial condition, or results of operations.

Disruptions in our supply chain due to such factors as natural and human-induced disasters, widespread contagious diseases or viruses, geopolitical events such as war, economic sanctions, civil unrest, rioting or terrorist attacks in the United States or countries in which we operate, our key suppliers are located or through which our products are transported or distributed, transportation disruptions, labor disputes or shortages, raw material shortages, inadequate manufacturing capacity or utilization to meet demand, actions by governments and central banks that impact the flow of international goods, and the imposition of other trade limitations, prohibitions or sanctions that increase the costs of domestic and international trade and transportation, could restrict our ability to obtain products that our customers demand or to meet delivery expectations, which could have a material adverse effect on our business, financial condition, or results of operations. Any such disruption or other catastrophic event could cause our distribution channels and networks to become limited or non-operational, adversely affect our ability to obtain or deliver products to our customers in a timely manner, limit our ability to meet customer demand, result in lost sales, increased costs, penalties, order cancellations or contract terminations, or adversely affect our customer relationships.

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Our business depends on our ability to attract, train and retain qualified sales and customer experience personnel and metalworking and specialty sales specialists.

Our business depends on our ability to attract, train and retain qualified sales and customer service personnel and metalworking and other specialty sales specialists. As we continue to expand our customer experience capabilities, including customer care, customer intelligence, and field service functions, we increasingly rely on associates with specialized customer engagement, analytics, process improvement and technology-related skills. We greatly benefit from having associates who are familiar with the products we sell and their applications, as well as associates, particularly metalworking specialists, who can provide technical support to our customers. Qualified individuals of the requisite caliber and number needed to fill these positions may be difficult to hire and retain in sufficient numbers. Additionally, our ability to hire and retain such qualified individuals may be adversely affected by global and domestic economic uncertainty, or increased competition for such qualified individuals. If we are unable to hire and retain associates capable of providing a high level of customer service and technical support, our operational capabilities and ability to provide differentiated services may be adversely affected.

The loss of key suppliers or contractors or key brands could have a material adverse effect on our business, financial condition, or results of operations.

We believe that our ability to offer a combination of well-known brand name products and competitively priced exclusive brand products is an important factor in attracting and retaining customers. Our ability to offer a wide range of products and services is dependent on obtaining adequate product supply and services from our key suppliers and contractors. The loss of, or a substantial decrease in, the availability of products or services from key suppliers or contractors at competitive prices, or the loss of a key brand, could cause our revenues and profitability to decrease.

Changes to trade policies or trade relationships could make sourcing products from overseas more difficult and/or costlier as well as negatively affect the markets we sell into.

Changes to trade policies or trade relationships, including the imposition of significant restrictions, quotas, duties, tariffs or moratoriums on economic activity with certain countries or regions, whether because of amendments to or the elimination of existing trade agreements or the imposition of new or modified trade tariffs or other governmental orders or sanctions, could have an adverse effect on our business. These changes and other changes to trade policies or trade relationships could adversely affect our ability to secure sufficient products to service our customers and/or result in increased product costs that we may not be able to pass on to our customers, resulting in lower margins or otherwise adversely affecting our sales.

In 2025, the U.S. announced a variety of additional tariffs on goods from multiple nations and trading blocks and has been targeted with reciprocal tariffs and other retaliatory actions in response. In 2026, the United States Supreme Court issued a ruling invalidating a number of such tariffs. Following the Supreme Court’s ruling, the United States Executive Branch introduced new tariffs under a different statutory authority. There remains significant uncertainty regarding the scope and duration of current and potential tariffs. The Company continues to monitor and evaluate these developments and assess their potential impact on the Company’s business, financial condition and results of operations.

Supply chain and sourcing efforts over time have diversified our product portfolio to reduce our exposure abroad and during 2026 we continued to implement pricing and inventory management countermeasures in response to tariffs. We cannot predict the ultimate impact of tariffs and their effects on the global macroeconomic environment on our financial condition or results of operations, and the degree to which tariffs may affect our financial condition and results of operations will depend on the specific details of any changes or challenges to certain tariffs, the timing and duration of current or new tariffs, and our ability to successfully implement countermeasures in response to tariffs.

Opening or expanding our customer fulfillment centers exposes us to the risk of delays and may affect our operating results.

In the future, as part of our long-term strategic planning, we may open new customer fulfillment centers to improve our efficiency, geographic distribution and market penetration. In addition, we intend to make, as we have in the past, capital improvements and operational enhancements to certain of our existing customer fulfillment centers. Moving or opening customer fulfillment centers and effecting such improvements requires a substantial capital investment, including expenditures for real estate and construction, and opening new customer fulfillment centers requires a substantial investment in inventory. Additionally, prior to and for some time following the commencement of operations of a new

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customer fulfillment center or the completion of the expansion of an existing customer fulfillment center, operating expenses as a percentage of sales, inventory turnover and return on investment will be adversely impacted.

We establish insurance-related healthcare reserves based on historical claims experience and actuarial estimates, which could lead to adjustments in the future based on actual claims incurred.

We retain a significant portion of the risk under our healthcare insurance program. We currently self-insure for costs associated with associates’ healthcare needs, which is limited by stop-loss coverage. Our healthcare insurance program accruals are determined on an actuarial basis, based on historical claims experience and an estimate of claims incurred but not yet reported and other relevant factors. While we believe our estimation process is well designed, every estimation process is inherently subject to limitations. Fluctuations in the frequency, magnitude or number of claims make it difficult to predict the ultimate cost of claims and may lead to future adjustments of reported results of operations which, depending on the magnitude of such adjustments, may significantly affect our reported results or negatively affect the reliability of our reported results.

An interruption of operations at our headquarters or customer fulfillment centers could have a material adverse effect on our business, financial condition, or results of operations.

Our business depends on maintaining operations at our co-located headquarters and customer fulfillment centers. A serious, prolonged interruption due to power outage, telecommunications outage, cyber-attack, terrorist attack, earthquake, storm, hurricane, flood, fire, drought, tornado and other extreme weather, widespread contagious disease or virus or other events could have a material adverse effect on our business, financial condition, or results of operations.

Products that we sell may expose us to potential material liability for property damage, environmental damage, personal injury, or death linked to the use of those products by our customers.

Certain of our customers operate in challenging industries which involve a material risk of catastrophic events. If any of these events are linked to the use of any of our products by our customers, claims could be brought against us by those customers, by governmental authorities, and by third parties who are injured or damaged as a result of such events. In addition, our reputation could be adversely affected by negative publicity surrounding such events regardless of whether or not claims against us are successful. We could experience significant losses as a result of claims made against us, which could have a material adverse effect on our business, financial condition, or results of operations.

Goodwill and other indefinite-lived intangible assets recorded as a result of our acquisitions could become impaired.

As of August 29, 2026, our combined goodwill and other indefinite-lived intangible assets amounted to $734.9 million. To the extent we do not generate sufficient cash flows to recover the net amount of any investment in goodwill and other indefinite-lived intangible assets recorded, the investment could be considered impaired and subject to write-off. We expect to record further goodwill and other indefinite-lived intangible assets as a result of future acquisitions we may complete. Future amortization of such assets or impairments, if any, of goodwill or other indefinite-lived intangible assets would adversely affect our results of operations in any given period. If the financial performance of our business was to decline significantly, we could incur a material non-cash charge to our income statement for the impairment of goodwill and other indefinite-lived intangible assets.

Climate change and societal and governmental responses to climate change could have a material adverse effect on our business, financial condition, or results of operations, including indirectly through impacts on our customers.

Concerns over the short-, medium- and long-term impacts of climate change have led, and will continue to lead, to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of concerns regarding the impact of climate change, governmental regulations and public perceptions. MSC and those in our value chain will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. Our efforts to take these risks into account, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

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Furthermore, climate change may present additional physical risks to our operations and lead to an increased frequency of unusual or extreme weather conditions, which could disrupt our supply chain or harm or disrupt our operations or those of our customers or suppliers.

Risks Related to Our Indebtedness

The terms of our credit facilities and senior notes impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions.

We currently have credit facilities and outstanding senior notes. For a description of these facilities and senior notes, please see Note 11, “Debt” in the Notes to Consolidated Financial Statements. We are subject to various operating and financial covenants under the credit facilities and senior notes which restrict our ability to, among other things, incur additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate changes, enter into transactions with affiliates or make substantial asset sales. Any failure to comply with these covenants may constitute a breach under the credit facilities and senior notes, which could result in the acceleration of all or a substantial portion of any outstanding indebtedness and the termination of revolving credit commitments. Additionally, as interest rates rise, there may be fewer alternatives to our existing credit facilities for raising additional capital or such alternatives may be more expensive.

Our inability to maintain our committed and uncommitted credit facilities or to obtain additional financing could have a material adverse effect on our liquidity, business, financial condition, or results of operations.

Our ability to manage our business and execute our business strategy is dependent, in part, on the continued availability of financing. With respect to committed facilities, lenders may decline to renew or extend credit facilities, or they may require stricter terms and conditions with respect to future facilities, and we may not find these terms and conditions acceptable. With respect to uncommitted facilities, lenders may cease making loans or demand payment of outstanding loans, which may overly restrict our ability to conduct our business successfully and have a material adverse effect on our business, financial condition, or results of operations.

Our ability to obtain additional financing will be dependent on, among other things, our financial condition, prevailing market conditions, and numerous other factors beyond our control. Such additional financing may not be available on commercially reasonable terms or at all. Any inability to obtain financing on an as-needed basis could have a material adverse effect on our business, financial condition, or results of operations.

Risks Related to our Securities

Our principal shareholders own a significant amount of our voting stock and have rights to nominate directors to our Board of Directors, and their interests may differ from those of our other shareholders.

So long as Mitchell Jacobson, Erik Gershwind, other members of the Jacobson / Gershwind Family and certain entities affiliated with the Jacobson / Gershwind family (collectively, the “Jacobson / Gershwind Family Shareholders”), collectively, have beneficial or record ownership of at least 10% of the issued and outstanding shares of Class A Common Stock, our Board of Directors will, subject to the procedures and limitations set forth in that Reclassification Agreement, dated as of June 20, 2023, with the Jacobson / Gershwind Family Shareholders (the “Reclassification Agreement”), nominate two individuals designated by the Jacobson / Gershwind Family Shareholders for election to our Board of Directors at any annual meeting of our shareholders at which directors are to be elected. So long as the Jacobson / Gershwind Family Shareholders, collectively, have beneficial or record ownership of less than 10% but 5% or more of the issued and outstanding shares of Class A Common Stock, our Board of Directors will, subject to the procedures and limitations set forth in the Reclassification Agreement, nominate one individual designated by the Jacobson / Gershwind Family Shareholders for election to our Board of Directors at any annual meeting of our shareholders at which directors are to be elected.

As of October 1, 2026, the Jacobson / Gershwind Family Shareholders owned 20.8% of the outstanding shares of our Class A Common Stock. The Jacobson / Gershwind Family Shareholders have each granted an irrevocable proxy authorizing the Company to vote such pro rata portion of shares of Class A Common Stock beneficially owned by the Jacobson / Gershwind Family Shareholders or their permitted transferees in excess of 15% of the issued and outstanding shares of Class A Common Stock in proportion to the votes of other holders (i.e., excluding any Jacobson / Gershwind

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Family Shareholders and their permitted transferees) entitled to vote and that do in fact vote. The Jacobson / Gershwind Family Shareholders are also subject to certain standstill provisions.

The amount of Class A Common Stock currently held by the Jacobson / Gershwind Family Shareholders, together with the foregoing director nomination rights, provide the Jacobson / Gershwind Family Shareholders with significant continued influence over our decisions. The interests of the Jacobson / Gershwind Family Shareholders with respect to matters potentially or actually involving or affecting us and our other shareholders, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may differ from, or conflict with, the interests of our other shareholders.

Risks Related to IT and Intellectual Property

The growth of our digital platforms and E-commerce capabilities exposes us to particular risks, which could have a material adverse effect on our business, financial condition, or results of operations.

The implementation of our business strategy includes a commitment to technological innovation and the utilization of digital technologies, including the MSC website and other E-commerce capabilities. As our digital platforms have grown in recent years, we have increased, and expect to continue to increase, our investment in developing, managing and implementing IT systems, proprietary software development, and other technological innovations to support our customers. In addition, we continue to invest in our VMI, CMI, and vending solutions, which involve the use of vending machines that rely on network or web-based software.

There could be material adverse effects on our business, financial condition, or results of operations if our customer-facing technology systems are perceived as more difficult or less compelling for customers to use than those of our competitors, if our digital marketing efforts are unsuccessful, or if we are otherwise unsuccessful at realizing the benefits of these investments. Ongoing changes in the legal and regulatory requirements surrounding data privacy, online tracking technologies such as cookies, digital advertising, and other similar matters could require us to modify our E-commerce strategy, incur significant additional costs to comply with such changes, or otherwise have a material adverse effect on our business, financial condition, or results of operations.

We are also actively leveraging AI in various contexts to improve customer experiences and drive efficiencies in certain areas of our business. As we continue to leverage, secure, and pilot the use of AI-driven technologies, we have increased and expect to continue to increase our investments in such technologies. While these innovations can present significant benefits to the Company, they also create risks and challenges. If investments in such technologies are less successful at attracting and retaining customers than similar investments by our competitors, or if we are otherwise unsuccessful at realizing the benefits of these investments, this could have a material adverse effect on our business, financial condition, or results of operations.

Maintaining our IT systems and complying with data privacy laws may incur significant, recurring costs.

Our IT systems are an integral part of our business and growth strategies. We are dependent upon our IT systems to operate our business and our ability to effectively manage our business depends on the security, reliability, and adequacy of our IT systems. We also depend upon our IT systems to help process orders, to manage inventory and accounts receivable collections, to manage financial reporting, to purchase, sell and ship products efficiently and on a timely basis, to maintain cost-effective operations, to operate our websites and to help provide superior service to our customers. In order to maintain and upgrade our core IT systems, we have made significant investments which have faced, and could in the future face, delays and cost overruns and may result in functionality gaps and therefore not achieve their intended result. We may in the future be required to make additional investments which may have an adverse impact on our business, financial condition or results of operations and may also fail to achieve their desired result. During the fiscal year ended August 29, 2026, we recorded asset impairments and other charges of $43.7 million primarily related to certain investments made with respect to the Company’s digital core implementation.

We have made and continue to make investments in technology to protect our systems, computers, software, data and networks from attacks, damage or unauthorized access. We also have implemented numerous security protocols in order to strengthen security, and we maintain a customary cyber insurance policy, but there can be no assurance that breaches will not occur in the future or be covered by our insurance policy. The costs of maintaining our IT systems are significant and require recurring investment. In the past we have experienced, and may again in the future experience, challenges with our IT systems that have caused or may cause us to not realize expected benefits from investments in our IT systems.

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In addition to incurring continual costs to maintain cybersecurity, we also incur significant, recurring costs to comply with data privacy laws. Regulatory authorities have increased their focus on how companies collect, process, use, store, share and transmit personal data. Recent privacy security laws and regulations, including the United Kingdom’s Data Protection Act 2018 (DPA), the European Union General Data Protection Regulation 2016 (GDPR) that became effective May 2018, the California Consumer Protection Act that became effective January 2020, and other similar state privacy laws, pose increasingly complex compliance challenges, which may increase compliance costs, and any failure to comply with data privacy laws and regulations could result in significant penalties.

Disruptions or breaches of our IT systems, or violations of data privacy laws, could have a material adverse effect on our business, financial condition, or results of operations.

Our IT systems may be vulnerable to damage or disruption caused by circumstances beyond our control or anticipation, such as catastrophic events, power outages, natural disasters, computer system or network failures, computer viruses and physical or electronic break-ins. Inadvertent errors, misuse of systems, or malicious actions by employees, contractors, or other authorized users may also result in cybersecurity incidents or unauthorized disclosure of sensitive information. In addition, our IT systems may be vulnerable to cyber-attacks, including the use of malicious codes, worms, phishing, spyware, denial of service attacks and ransomware. Like many organizations, we experience cybersecurity threats and attempted attacks in the normal course of business. As cyber-attacks evolve and become more sophisticated, one or more cyber-attacks might defeat the measures that we take to anticipate, detect, avoid or mitigate these threats. These cyber-attacks and any unauthorized access or disclosure of our customers’ information could compromise and expose sensitive information and damage our reputation. Cyber-attacks could also result in significant remediation and recovery costs, regulatory penalties, operational disruptions, and the diversion of management attention and key IT personnel.

Any material cyber-attack or failure of our IT systems to perform as we anticipate could disrupt our business and operations, result in transaction errors, the loss of data, processing inefficiencies, downtime, litigation, government investigation or fines, substantial remediation costs (including potential liability for stolen assets or information and the costs of repairing system damage), and the loss of sales and customers and damage our reputation. In addition, changes to our IT systems could disrupt our business operations. Any one or more of these consequences could have a material adverse effect on our business, financial condition or results of operations. Additionally, our suppliers and customers also rely upon IT systems to operate their respective businesses. If any of our suppliers or customers experience a cyber-attack or other cyber incident, this could adversely affect their operations, which could have a material adverse effect on our business, financial condition, or results of operations. We also depend on third-party service providers, software vendors, and cloud-based technology platforms to support our operations. A cybersecurity incident, technology failure or service disruption affecting these third parties could adversely impact our business operations and expose us to operational, financial, legal or reputational risks.

Our E-commerce channels are subject to risks related to online payment methods and other online transactions, including through purchasing platforms.

We accept a variety of payment methods via our E-commerce channels, including credit cards, debit cards and other payment methods and other online transactions. Although we generally rely on third parties to facilitate E-commerce payments and payment processing services, we may become subject to additional compliance requirements regarding these transactions and may also suffer losses from online fraudulent transactions on our E-commerce channels. In addition, we must pay certain transaction fees relating to these transactions, which may increase over time and could have a material adverse effect on product margin, profitability and operating costs. Our E-commerce channels may become subject to further rules and regulations, and changes in these rules and regulations, or their interpretation, could increase costs and have a material adverse effect on our business, financial condition, or results of operations.

General Risk Factors

Our success is dependent on our ability to hire and retain certain key management personnel.

Our success depends largely on the efforts and abilities of certain key members of our senior management. In recent years, we have experienced changes to the composition of our senior management team. The loss or disruption of the services of one or more of such key personnel, the inability to identify a suitable or temporary successor to a key role or the inability to smoothly integrate new members of our senior management could have a material adverse effect on our business, financial condition, or results of operations. We do not maintain any key-man insurance policies with respect to any of our executive officers.

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We are and may continue to be involved in legal proceedings in the ordinary course of our business, as well as other litigation and regulatory matters, which could have a material adverse effect on our business, financial condition, or results of operations.

From time to time, we are involved in lawsuits or other legal proceedings that arise from business transactions or the operation of our business. Due to the nature of our business, these proceedings may, for example, relate to product liability claims, commercial disputes or employment matters. In addition, we could face claims over other matters, such as claims arising from our status as a government contractor, intellectual property matters, or corporate or securities law matters. The defense and ultimate outcome of lawsuits or other legal proceedings may result in higher operating expenses, which could have a material adverse effect on our business, financial condition or results of operations.

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 “Macomb Litigation”). In June 2025, MCRHC filed an amended complaint. The amended complaint alleges, among other things, breaches of fiduciary duties for actions related to the Reclassification and seeks damages, recovery of costs and expenses and such other relief as the court may deem proper. On November 14, 2025, the Company's motion to dismiss the amended complaint was denied. On February 20, 2026, the Company filed an appeal of the trial court’s decision with respect to the Company’s motion to dismiss. We have incurred, and may be required in the future to incur further, legal fees and other expenses related to the Macomb Litigation as the Company continues to vigorously defend itself; however, the Company is unable to reasonably estimate the ultimate cost or range of potential costs to resolve this matter at this time.

Changes in tax legislation and associated compliance requirements could adversely affect our financial results.

The Company is subject to tax laws and regulations in the United States and various foreign jurisdictions. Remaining compliant with these laws and regulations could increase the Company's tax compliance costs. In addition, the Company's future effective tax rates in the United States or foreign jurisdictions in which it operates could be affected by changes in the political environment in the United States, tax laws, regulations, statutory rates, the valuation of deferred tax assets and liabilities, and interpretations of such tax laws.

In fiscal year 2025, the One Big Beautiful Bill Act (“OBBBA”) was passed, which contained a broad range of tax reform. The Company did not experience any material impact to its fiscal year 2026 effective tax rate. Due to the dynamic nature of tax laws, projected tax liabilities could differ significantly from eventual obligations. The total impact and interpretation of the legislation remain uncertain, and misapplication of the new laws could lead to adverse results.

We may encounter difficulties with acquisitions and other strategic transactions which could harm our business.

We have completed several acquisitions and we expect to continue to pursue acquisitions and other strategic transactions, such as joint ventures, that we believe will either expand or complement our business in new or existing markets or further enhance the value and offerings we are able to provide to our existing or future potential customers.

Acquisitions and other strategic transactions present numerous risks and challenges, which could harm our business, including:

•the diversion of management’s attention from the normal operation of our business;

•the potential loss of key associates and customers of the acquired companies;

•difficulties managing and integrating operations in geographically dispersed locations;

•the potential for deficiencies in internal controls at the acquired companies;

•increases in our expenses and working capital requirements, which reduce our return on invested capital;

•the lack of experience operating in the geographic market or industry sector of the acquired companies; and

•the exposure to unanticipated liabilities of the acquired companies.

To integrate acquired businesses, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations. The difficulties of this integration may be further complicated by geographic distances. The integration of acquired businesses may not be successful and could result in disruption to other parts of our business.

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We are subject to environmental, health and safety laws and regulations.

We are subject to federal, state, local, foreign and provincial environmental, health and safety laws and regulations. Fines and penalties may be imposed for non-compliance with applicable environmental, health, and safety requirements and for failure to obtain or to comply with the terms and conditions of required permits. The failure by us to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders requiring corrective measures, which could have a material adverse effect on our business, financial condition or results of operations. Additionally, such actions could negatively impact our reputation in the impacted geographic market and more broadly.

Social and environmental responsibility policies and provisions may be difficult to comply with and may impose costs on us.

There is an increasing focus on corporate social and environmental responsibility in our industry, including among customers and suppliers outside the United States and in Europe. An increasing number of our customers have adopted, or may adopt, procurement policies that include social and environmental responsibility provisions that their suppliers should comply with, or they may seek to include such provisions in their procurement terms and conditions. The corporate social and environmental responsibility influence is also felt among other stakeholders such as investors, suppliers, associates and communities. Some of these social and environmental responsibility practices, policies, provisions and initiatives are ever evolving, can be unpredictable in the current environment and may pose significant negative business impacts. At times, the social and environmental responsibility practices of our customers conflict with one another or may expose us to reputational or regulatory risk. In addition, the failure by us to take action or otherwise comply with the policies of our customers may negatively impact our customer relationships or reputation, which could have a material adverse effect on our business, financial condition, or results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY.

We have established controls for identifying, assessing and managing material risks from cybersecurity threats that could adversely affect our information systems or the information residing on those systems. These include a combination of policies, procedures, technologies and safeguards (based on frameworks such as the National Institute of Standards and Technology Cybersecurity Framework version 2.0) that are designed to prevent, detect, and mitigate data loss, theft, misuse, unauthorized access, and other security incidents or vulnerabilities affecting our systems and data, and to assess and evaluate the risk of such incidents and vulnerabilities. Additionally, we have processes in place designed to oversee and identify material risks from cybersecurity threats associated with third-party service providers, software vendors, managed service providers, and technology platforms, including our cloud computing platforms. Cybersecurity risks are evaluated as part of the Company’s broader enterprise risk management processes and are considered along with other strategic, operational, financial, and compliance risks.

As part of our cyber risk management process, we conduct application security assessments, security audits, third-party penetration testing, vulnerability assessments and ongoing risk assessments. We also perform ongoing monitoring activities designed to identify emerging threats, vulnerabilities, and anomalous activity across our environment, and we maintain incident response and disaster recovery plans that are utilized when potential incidents are detected. These plans are designed to support the timely identification, detection, containment, investigation, remediation, recovery, and restoration of critical business processes and technology services following a cybersecurity event. Associates of the Company complete an annual cybersecurity training program in which specific threats and scenarios are highlighted based on the cyber risk management team’s analysis of current cyber risks to the Company or as required by regulatory frameworks. Simulated phishing tests are conducted with associates on a regular basis to provide training and awareness against scams and fraudulent communications. Associates also receive ongoing communications regarding the importance of guarding against phishing, social engineering and other cyberattack vectors. In addition to our in-house cybersecurity capabilities, at times, we also engage consultants, auditors or other third parties to assist with assessing, identifying and managing cybersecurity risks. We maintain cybersecurity insurance and regularly review our policy and levels of coverage based on current risks.

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Our cyber management team, led by our Senior Director of Cybersecurity, is tasked with implementing and maintaining centralized cybersecurity and data protection practices in close coordination with the broader IT team, legal, risk management, MSC’s leadership team and other teams across the Company. Our Senior Director of Cybersecurity has extensive experience in cybersecurity including cyber risk management, security operations, architecture, engineering and governance, risk, and compliance. Reporting to our Senior Director of Cybersecurity are a number of experienced information security professionals responsible for various cybersecurity functional areas, including Architecture and Engineering, Identity and Access Management, Security Operations, and Governance, Risk and Compliance programs, each of which is supported by a team of trained cybersecurity professionals.

The Audit Committee of our Board of Directors (the “Audit Committee”) oversees our financial and risk management policies, including risk management policies and programs related to cybersecurity designed to monitor, mitigate and respond to cyber risks, threats, and reports. The Audit Committee also receives regular reports from the Senior Director of Cybersecurity on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s cybersecurity program and the emerging cyber threat landscape. Additionally, the Audit Committee has engaged a consulting firm to serve in the role of a cybersecurity advisor to the Audit Committee. In fulfilling this role, the consultant will engage with the Senior Director of Cybersecurity and other associates of the Company to evaluate the Company’s cybersecurity maturity and advise the Audit Committee on cybersecurity gaps, best practices and industry trends on an ongoing basis.

Although the Company experiences cybersecurity events and attempted cyber intrusions in the ordinary course of business, our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity incidents. However, we cannot provide assurance that we will not be materially affected in the future by such risks or future cybersecurity incidents. For more information on our cybersecurity related risks, see Part I, Item 1A. “Risk Factors” of this Report.

ITEM 2. PROPERTIES.

As of August 29, 2026, we operated out of the following facilities:

We maintain 37 warehouses, of which 35 are located in North America and two are located in other foreign countries. Similar to our customer fulfillment centers, our warehouses primarily handle the stocking and fulfillment of inventory. In some cases, these locations also operate as subsidiary headquarters and provide office space for sales associates. Our warehouses range in size from approximately 1,000 to 110,000 square feet. We also maintain five manufacturing locations in the United States which range in size from approximately 3,000 to 23,000 square feet and eight regional inventory centers in the United States which vary in size from approximately 10,000 to 21,000 square feet. We maintain co-headquarters at a facility we lease in Melville, New York and a facility we own in Davidson, North Carolina. We also maintain additional office support centers, most of which are leased, in the United States, Canada and Mexico. These leases are for varying periods, with the longest extending to fiscal year 2032. The aggregate annual lease payments on our leased properties in fiscal year 2026 were approximately $15.7 million.

ITEM 3. LEGAL PROCEEDINGS.

For information related to legal proceedings, see the discussion under the caption “Legal Proceedings” in Note 16, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MSC’s Class A Common Stock is traded on the NYSE under the symbol “MSM.”

In 2003, our Board of Directors instituted a policy of paying regular quarterly cash dividends to our shareholders. The Company paid aggregate annual regular cash dividends of $3.48 per share in fiscal year 2026 and $3.40 per share in fiscal year 2025. The Company expects its practice of paying quarterly cash dividends on its common stock will continue, although the payment of future dividends is at the discretion of our Board of Directors and will depend upon the Company’s earnings, capital requirements, financial condition and other factors.

On October 14, 2026, our Board of Directors declared a regular cash dividend of $0.89 per share, payable on November 25, 2026, to shareholders of record at the close of business on November 11, 2026. The dividend is expected to result in aggregate payments of $49.7 million, based on the number of shares outstanding on October 1, 2026.

The approximate number of holders of record of MSC’s Class A Common Stock as of October 1, 2026 was 489.

Purchases of Equity Securities

The following table sets forth repurchases by the Company of its outstanding shares of Class A Common Stock, which are listed on the NYSE, during the quarter ended August 29, 2026:

____________________

(1)During the quarter ended August 29, 2026, 589 shares of our 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, our Board of Directors 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 August 29, 2026, the maximum number of shares of the Class A Common Stock that may be repurchased under the Share Repurchase Plan was 1,313,423 shares.

Performance Graph

The following stock price performance graph and accompanying information is not deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or be subject to the liabilities of Section 18 of the Exchange Act, regardless of any general incorporation language in any such filing.

The following graph compares the cumulative total return on an investment in our Class A Common Stock with the cumulative total return on an investment in each of the S&P Midcap 400 Index and the Dow Jones US Industrial Supplier Index.

The graph assumes that $100 was invested at the closing price of our Class A Common Stock on the NYSE and each index on August 28, 2021 and assumes that all dividends paid on such securities during the applicable fiscal years

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were reinvested. Indices are calculated on a month-end basis. The comparisons in this table are based on historical data and are not intended to forecast or to be indicative of the possible future performance of our Class A Common Stock.

Cumulative Total Shareholder Return

for the Period from August 28, 2021 through August 29, 2026

*$100 invested on 8/28/2021 in stock or index, including reinvestment of dividends

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

MSC is a leading North American distributor of a broad range of metalworking, MRO and production fastener and hardware products and services. We help our customers drive greater productivity, profitability and growth with approximately 2.5 million products, inventory management and other supply chain solutions, and deep expertise from more than 80 years of working with customers across industries. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers, and diversify our customer base.

Our experienced team of more than 7,000 associates works with our customers to help drive results for their businesses, from keeping operations running efficiently today to continuously rethinking, retooling and optimizing for a more productive tomorrow. We offer approximately 2.5 million active, saleable SKUs through our catalogs; our brochures; our E-commerce channels, including the MSC website; our inventory management solutions; and our customer care centers, customer fulfillment centers, regional inventory centers and warehouses. We service our customers from five customer fulfillment centers, eight regional inventory centers, 37 warehouses and five manufacturing locations. 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.

Our business model centers on delivering value-added services that address complex procurement challenges for our customers, with a focus on reducing total procurement costs and enabling just-in-time delivery through integrated solutions. We focus on offering inventory, process and procurement solutions that reduce supply chain costs and improve plant floor productivity for our customers. We support our customers' growth and profitability by ensuring operational efficiency through technologies such as our VMI, CMI and vending programs.

Our Strategy

Our strategy is to position ourselves as a mission-critical partner to our customers. We focus on our existing growth drivers including our market-leading metalworking business and providing 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. To supplement our metalworking and MRO business, we have expanded our Class C Consumables and original equipment manufacturer (“OEM”) product offerings through strategic acquisitions to further enhance value to our customers and enable cross-selling across our broad product portfolio.

We intend to complement our foundational strengths with investments in capabilities that support future growth. In fiscal year 2026, we invested in our dedicated customer experience organization, expanded our marketing programs, rolled out several E-commerce enhancements and completed our sales optimization initiative. These investments target continued expansion of our solutions offerings, engagement with the core customer, productivity improvements and our goal of reducing operating expenses as a percentage of net sales.

Highlights

Highlights during fiscal year 2026 include the following:

•We generated $306.5 million of cash from operations compared to $333.7 million in fiscal year 2025.

•We had net payments of $5.0 million on our credit facilities and private placement debt compared to net payments of $21.5 million in fiscal year 2025.

•We repurchased $14.0 million of Class A Common Stock compared to $39.3 million in fiscal year 2025, excluding excise taxes in both years.

•We paid out an aggregate of $194.3 million in regular cash dividends, compared to an aggregate of $189.7 million in regular cash dividends in fiscal year 2025.

•We incurred $8.7 million in restructuring and other costs compared to $11.0 million in fiscal year 2025, consisting primarily of current year severance and separation costs as well as consulting-related costs in the current and prior fiscal year.

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•We recognized asset impairments and other charges, primarily related to the Company’s digital core implementation, of $43.7 million. See Note 8, “Asset Impairments and Related Charges” in the Notes to Consolidated Financial Statements for additional information.

•We amended our Receivables Purchase Agreement (the “RPA”) which increased the amount available under the facility by $50.0 million. Proceeds from the amended RPA were utilized to pay down existing debt on our credit facilities.

•We acquired the remaining noncontrolling interest of Wm. F. Hurst Co. LLC, and of both MSC Industrial Supply, S. de R.L. de C.V. and MSC Import Export LLC, which, as of the respective acquisition dates, eliminated the consolidated noncontrolling interest balance and the allocation of future earnings to noncontrolling shareholders. See Note 6, “Acquisitions” in the Notes to Consolidated Financial Statements for additional information.

Our vending machines in service totaled 31,078 as of August 29, 2026, compared to 29,611 as of August 30, 2025, and our in-plant programs totaled 431 locations as of August 29, 2026, compared to 411 as of August 30, 2025. 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 2,515 at August 29, 2026 compared to 2,636 at August 30, 2025. The reduction in field sales and service associate headcount was attributable to headcount reduction actions taken during the first two quarters of fiscal year 2026 related to the Company’s sales optimization efforts and refreshed go-to-market strategy. See Note 15, “Restructuring and Other Costs” in the Notes to Consolidated Financial Statements for additional information.

The chart below displays a comparison of our net sales from fiscal year 2025 through fiscal year 2026:

1 Fiscal year 2026 had 253 sales days and fiscal year 2025 had 252 sales days.

2 Pricing and other is comprised of changes in customer and product mix, discounting and other items.

3 Individual amounts may not agree to the annual total due to rounding.

Business Environment

The United States economy has experienced various macroeconomic pressures in recent years including pricing pressure from tariffs and inflation, sustained high interest rates, increased fuel costs and general economic and political

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uncertainty. The impact from tariffs, which was most significant in the latter half of the Company's fiscal year 2025, has continued through fiscal year 2026. Furthermore, as a supplier to the United States federal government, the federal government shutdown during the Company’s fiscal first quarter and the partial federal government shutdowns during the Company’s fiscal second quarter negatively impacted sales to our public sector end-market. Additionally, increased fuel costs resulting from the conflict within Iran and geopolitical tensions in the region have increased macroeconomic uncertainty generally and may lead to higher freight expense and cost pressure on the products offered by the Company. These pressures have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations.

International Emergency Economic Powers Act (“IEEPA”) Tariff Refunds

On February 20, 2026, the United States Supreme Court issued a ruling invalidating certain tariffs originally mandated under IEEPA. As a result, the United States Court of International Trade ordered the United States Customs and Border Patrol to process refunds for tariffs collected under IEEPA. As a distributor, we are not the importer of record for most products we sell. However, during the fiscal year ended August 29, 2026, we formally submitted refund claims and received cash refunds for certain tariffs which had previously been paid by the Company as the importer of record and are now disallowed under the United States Supreme Court ruling. As of August 29, 2026, cash refunds received were not material. Refunds attributable to inventory previously sold have been recognized within Cost of goods sold on the Consolidated Statement of Income, while refunds attributable to inventory remaining on hand have been reflected in Inventories on the Consolidated Balance Sheet and will be recognized through Cost of goods sold as the related inventory is sold. The ultimate availability, timing and amount of potential refunds remains uncertain and subject to regulatory, legal and administrative developments. As of August 29, 2026, we have not recorded an additional receivable related to such tariff refunds due to the aforementioned uncertainty; however, we may recognize additional benefits in future periods.

Following the Supreme Court’s ruling on IEEPA tariffs, the United States Executive Branch introduced new tariffs under a different statutory authority. There remains significant uncertainty regarding the scope and duration of current and potential tariffs. The Company continues to monitor and evaluate these developments and assess their potential impact on 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. Approximately 67% of our revenues came from sales in the manufacturing sector during the quarter and year ended August 29, 2026. 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 from month to month indicates growth in the manufacturing, mining and utilities industries. After giving effect to the annual technical revisions to calculations of the IP Index which occurred in November 2025, the IP Index over the three months ended August 29, 2026 and the average for the three- and 12-month periods ended August 29, 2026 were as follows:

The average IP Index for the 12 months ended August 29, 2026 of 102.0 increased from the average from the prior fiscal year of 100.7. The IP Index for the fourth fiscal quarter of 2026 of 103.0 increased compared to the prior year period of 101.7 and increased slightly compared to the prior quarter of 102.3.

During fiscal year 2026, the Company experienced a more constructive demand environment compared to much of fiscal year 2025. The heavy manufacturing industry, which represented 58% of our revenues during the year ended August 29, 2026, showed signs of expansion. Several IP subindexes, including Aerospace, Machinery and Equipment, Primary Metals and Fabricated Metals improved. Non-manufacturing demand, in particular the Company’s public sector end-market, recovered from lower sales resulting from the federal government shutdowns earlier in fiscal year 2026.

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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Results of Operations

Fiscal Year Ended August 29, 2026 Compared to the Fiscal Year Ended August 30, 2025

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:

Net Sales

Net sales in fiscal year 2026 increased 6.4%, or $240.2 million, from the prior fiscal year. The $240.2 million increase in net sales was comprised of a positive impact from pricing of $236.3 million and favorable foreign exchange impact of $5.7 million, partially offset by $1.8 million of lower sales volume. The positive pricing impact was inclusive of changes in customer and product mix, discounting, favorable pricing actions and other items. Of the $240.2 million increase in net sales during fiscal year 2026, sales to our core and other customers increased by $165.4 million, sales to our national account customers increased by $72.3 million, and sales to our public sector customers increased by $2.5 million.

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The tables below show, among other things, the annual 2026 average daily sales (“ADS”) by total company, by customer end-market and by customer type compared to the same periods in the prior fiscal year:

(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 2025 fiscal period to the 2026 fiscal period.

We believe that our ability to transact business with our customers through various electronic portals and directly through the MSC website gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through electronic data interchange systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.7% of consolidated net sales for fiscal year 2026, compared to 63.8% of consolidated net sales for fiscal year 2025.

Gross Profit

Gross profit increased 6.7% to $1,639.3 million in fiscal year 2026, as compared to $1,536.1 million in fiscal year 2025. Gross profit margin was 40.9% in fiscal year 2026, compared to 40.8% in fiscal year 2025. The increase in gross profit was primarily a result of higher net sales, as described above, while the increase in gross profit margin was primarily a result of favorable pricing actions.

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Operating Expenses

Operating expenses increased 3.5% to $1,266.3 million in fiscal year 2026, as compared to $1,223.6 million in fiscal year 2025. Operating expenses were 31.6% of fiscal year 2026 net sales, as compared to 32.5% for fiscal year 2025. The increase in operating expenses was primarily attributable to higher depreciation and amortization expense, advertising expense and stock-based compensation expense. The decrease in operating expenses as a percentage of net sales was primarily due to growth in net sales outpacing the increase in operating expenses.

Payroll and payroll-related costs were approximately 54.8% of total operating expenses in fiscal year 2026, as compared to 57.0% in fiscal year 2025. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission, and fringe benefit costs, decreased by $3.9 million for fiscal year 2026. Headcount reduction actions during fiscal year 2026 resulted in lower salary and sales commission costs, which were partially offset by our annual merit increase, higher incentive compensation accrual and fringe benefit costs.

Freight expense was $147.2 million for fiscal year 2026, as compared to $150.5 million for fiscal year 2025. The primary driver of the decrease was favorable third-party shipping rates achieved through our network optimization initiatives and higher freight costs in the prior year incurred while servicing certain customers in the public sector.

Depreciation and amortization was $99.5 million for fiscal year 2026, as compared to $88.4 million for fiscal year 2025. The increase was primarily driven by capital expenditures to support our strategic growth initiatives and expanded solutions footprint.

Advertising expense was $53.5 million for fiscal year 2026, as compared to $46.7 million for fiscal year 2025. The primary driver of the increase was higher search engine marketing spend and paid media investments as part of the Company’s enhanced marketing efforts which began midway through fiscal year 2025.

Restructuring and Other Costs

We incurred $8.7 million in restructuring and other costs for fiscal year 2026, as compared to $11.0 million for the prior fiscal year. The decrease was primarily due to the decrease in consulting-related costs compared to the prior fiscal year. See Note 15, “Restructuring and Other Costs” in the Notes to Consolidated Financial Statements for additional information.

Asset Impairment and Related Charges

We incurred $43.7 million in asset impairments and related charges for fiscal year 2026, which were primarily attributable to the Company’s digital core implementation. See Note 8, “Asset Impairments and Related Charges” in the Notes to Consolidated Financial Statements for additional information.

Income from Operations

Income from operations increased 6.3% to $320.6 million in fiscal year 2026, as compared to $301.6 million in fiscal year 2025. Income from operations as a percentage of net sales remained comparable at 8.0% in both fiscal years 2026 and 2025. The increase in income from operations was primarily attributable to an increase in net sales, partially offset by higher operating expenses and asset impairments, as described above.

Total Other Expense

Total other expense decreased 24.9%, or $9.5 million, to $28.5 million for fiscal year 2026, as compared to $38.0 million for the prior fiscal year. The decrease was primarily due to the recognition of $5.1 million of employee retention credit (“ERC”) funds, lower interest costs on our credit facilities and current year remeasurement gains from foreign exchange.

Provision for Income Taxes

Our effective tax rate for fiscal year 2026 was 24.7%, as compared to 24.9% for fiscal year 2025. See Note 9, “Income Taxes” in the Notes to Consolidated Financial Statements for further information.

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Net Income

The factors which affected net income for fiscal year 2026, as compared to the prior fiscal year, have been discussed above.

Liquidity and Capital Resources

As of August 29, 2026, we had $65.0 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 August 29, 2026, total borrowings outstanding, representing amounts due under our credit facilities and notes, as well as all finance leases and financing arrangements, were $476.9 million, net of unamortized debt issuance costs of $1.3 million, as compared to total borrowings outstanding of $485.7 million, net of unamortized debt issuance costs of $1.5 million, as of August 30, 2025. See Note 11, “Debt” in the Notes to 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, debt maturities 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 information regarding the Company’s cash flows for the periods indicated:

Operating Activities    

Net cash provided by operating activities for fiscal year 2026 and fiscal year 2025 was $306.5 million and $333.7 million, respectively. The decrease was primarily due to the following:

•an increase in inventories in the current fiscal year compared to relatively flat inventories in the prior year due to inventory management countermeasures in response to tariffs and to support sales growth;

•an increase in accounts receivable in the current fiscal year compared to relatively flat accounts receivable in the prior year attributable to increased sales levels, which was partially offset by the RPA amendment;

•a decrease in the change in accounts payable and accrued liabilities as compared to the prior year period primarily due to lower accounts payable and payroll and payroll-related accruals; partially offset by

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•an increase in non-cash transactions in the current fiscal year, including $43.7 million of impairment and related charges, higher stock-based compensation and higher depreciation and amortization; and

•an increase in net income, as described above

The table below summarizes certain information regarding the Company’s operations:

(1)Working Capital is calculated as current assets less current liabilities.

(2)Current Ratio is calculated by dividing total current assets by total current liabilities.

(3)Days’ Sales Outstanding is calculated by dividing accounts receivable by net sales, using trailing two months sales data.

(4)Inventory Turnover is calculated by dividing total cost of goods sold by inventory, using a 13-month trailing average inventory.

Working capital and current ratio increased compared to August 30, 2025, primarily due to higher balances of inventories and accounts receivable.

Days’ sales outstanding as of August 29, 2026 declined compared to August 30, 2025. The improvement in days’ sales outstanding was driven by the RPA amendment in the second quarter of fiscal year 2026.

Inventory turnover as of August 29, 2026 increased compared to August 30, 2025. Inventory turnover continues to improve due to category management efforts and supply chain efficiencies to optimize inventory levels. The recent increase in inventories is due to inventory management countermeasures in response to tariffs and to support recent sales growth.

Investing Activities

Net cash used in investing activities for fiscal year 2026 and fiscal year 2025 was $80.5 million and $63.3 million, respectively. The use of cash for both fiscal years was primarily due to expenditures for property, plant and equipment mainly related to expanding our solutions footprint and other infrastructure and technology investments. The use of cash in fiscal year 2025 was partially offset by proceeds from the sale of the Columbus CFC.

Financing Activities

Net cash used in financing activities for fiscal year 2026 and fiscal year 2025 was $217.1 million and $243.6 million, respectively, primarily due to the following:

•$194.3 million of regular cash dividends paid during fiscal year 2026 compared to $189.7 million of regular cash dividends paid during fiscal year 2025;

•$14.0 million in aggregate repurchases of Class A Common Stock during fiscal year 2026 compared to $39.3 million in aggregate repurchases of Class A Common Stock during fiscal year 2025;

•net payments under our credit facilities and private placement debt of $5.0 million during fiscal year 2026 compared to net payments of $21.5 million during fiscal year 2025; and

•acquisition of the remaining interest of Wm. F. Hurst Co., LLC for $8.2 million which increased the Company's ownership from 80% to 100%.

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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, May 2023 and July 2025 (as amended, the “Amended Revolving Credit Facility”). Subsequent to the end of fiscal year 2026, the Company made additional net payments of $25.0 million through October 1, 2026 on the Amended Revolving Credit Facility. The unused balance of $555.5 million from the Amended Revolving Credit Facility, which is reduced by outstanding letters of credit, is available for working capital purposes if necessary. As of August 29, 2026, the Company also had three uncommitted credit facilities, totaling $230.0 million of aggregate maximum uncommitted availability. As of August 29, 2026, we were in compliance with the operating and financial covenants of our credit facilities. See Note 11, “Debt” in the Notes to Consolidated Financial Statements for more information about our credit facilities.

Private Placement Debt

The Company has issued several series of unsecured senior notes in private placement transactions. As of August 29, 2026, the total amount of outstanding private placement notes was $200.0 million. See Note 11, “Debt” in the Notes to Consolidated Financial Statements for more information about these transactions.

Leases and Financing Arrangements

As of August 29, 2026, certain of our operations were conducted on leased premises. These leases are for varying periods, with the longest extending to fiscal year 2032. In addition, we are obligated under certain equipment and automobile operating and finance leases, which expire on varying dates through fiscal year 2030.

From time to time, we enter into financing arrangements with vendors to purchase certain IT equipment or software.

Capital Expenditures

We continue to invest in E-commerce and vending platforms, customer fulfillment centers and distribution networks and other infrastructure and technology.

Future Liquidity Outlook

As of August 29, 2026, our future contractual obligations were as follows (in thousands):

(1)Certain of our operations are conducted on leased premises. These leases are for varying periods, with the longest extending to fiscal year 2032. In addition, we are obligated under certain equipment and automobile operating leases, which expire on varying dates through fiscal year 2028. See Note 12, “Leases” in the Notes to Consolidated Financial Statements for additional information on our operating lease arrangements.

(2)As of August 29, 2026, the Company had entered into various finance leases for certain IT equipment, which expire on varying dates through fiscal year 2030. See Note 12, “Leases” in the Notes to Consolidated Financial Statements for additional information on our finance lease arrangements.

(3)Excludes debt issuance costs.

(4)Interest payments for long-term debt are based on principal amounts and coupons or contractual rates at fiscal year-end.

As of August 29, 2026, the Company had recorded a non-current liability of $1.6 million for tax uncertainties and interest. This amount is excluded from the table above, as the Company cannot make reliable estimates of these cash flows by period. See Note 9, “Income Taxes” in the Notes to Consolidated Financial Statements.

We have not entered into any off-balance sheet arrangements and there are no commitments or obligations (including, but not limited to, guarantees; retained or contingent interests in assets transferred; contractual arrangements

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that support the credit, liquidity or market risk for transferred assets; or risk related to derivatives or other financial products related to our equity securities), including contingent obligations, with unconsolidated entities or persons that had, during the periods presented herein, or are reasonably likely to have a material impact on the Consolidated Financial Statements.

Critical Accounting Estimates

We make estimates, judgments and assumptions in determining the amounts reported in the 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. Our significant accounting policies are described in the Notes to Consolidated Financial Statements. The accounting policies described below are impacted by our critical accounting estimates. More information on the critical accounting estimates can be found in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements.

Allowance for Credit Losses

We perform periodic credit evaluations of our customers’ financial condition, and collateral is generally not required. The Company considers several factors to estimate the allowance for credit losses in accounts receivable, including the age of the receivables and the historical ratio of actual write-offs to the age of the receivables, and also reflects the adopted accounting standard related to current expected credit losses. See Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements for more information.

Inventories

Inventory is reflected at the lower of cost or net realizable value considering such factors as its age, the physical condition of the inventory, historic sales, historical write-down activity as well as known trends as compared to on-hand inventory. The Company will write down inventories for slow-moving or obsolete considerations.

Goodwill and Other Indefinite-Lived Intangible Assets

The purchase price of an acquired company is allocated between the intangible assets and the net tangible assets of the acquired business with the residual of the purchase price recorded as goodwill. The determination of the value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted-average cost of capital. The Company annually reviews goodwill at the reporting unit level and intangible assets that have indefinite lives for impairment in its fiscal fourth quarter and when events or changes in circumstances indicate the carrying values of these assets might exceed their current fair values.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The tax balances and income tax expense recognized by the Company are based on management’s interpretations of the tax laws of multiple jurisdictions. Income tax expense reflects the Company’s best estimates and assumptions regarding, among other items, the level of future taxable income, interpretations of tax laws and uncertain tax positions.

Other

Other significant accounting policies, not involving the same level of measurement uncertainties as those discussed above, are nevertheless important to an understanding of the financial statements. Policies such as revenue recognition, depreciation, intangibles, long-lived assets and warranties require judgments on complex matters that are often subject to multiple external sources of authoritative guidance such as the Financial Accounting Standards Board and the SEC. Possible changes in estimates or assumptions associated with these policies are not expected to have a material effect on the financial condition or results of operations of the Company. More information on these additional accounting

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policies can be found in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

Refer to Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risks

We are exposed to interest rate risk on our variable rate debt. During fiscal year 2026, the Company extended, and in some cases amended, its three uncommitted credit facilities. See Note 11, “Debt” in the Notes to Consolidated Financial Statements for more information about the credit facilities.

Borrowings under our committed and uncommitted credit facilities are subject to fluctuations in the interest rate, which have a corresponding effect on our interest expense. We are also exposed to interest rate risk arising from market rate adjustments as they pertain to the RPA. Future sales of our finance receivables may be affected by changes in market rates. A 100-basis point increase or decrease in interest rates would impact our interest costs on outstanding debt, and fees incurred associated with the RPA, by approximately $6.4 million under our current capital structure. We have monitored and will continue to monitor our exposure to interest rate fluctuations.

In addition, our interest income is most sensitive to changes in the general level of interest rates. In this regard, changes in interest rates affect the interest earned on our cash.

We do not currently use interest rate derivative instruments to manage exposure to interest rate changes.

Foreign Currency Risks

Approximately 95% of our sales are denominated in U.S. dollars and are primarily from customers in the United States. As a result, currency fluctuations are currently not material to our operating results. To the extent that we engage in more significant international sales in the future, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in international markets. We have monitored and will continue to monitor our exposure to currency fluctuations.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of MSC Industrial Direct Co., Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MSC Industrial Direct Co., Inc. (the Company) as of August 29, 2026 and August 30, 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended August 29, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 29, 2026 and August 30, 2025, and the results of its operations and its cash flows for each of the three years in the period ended August 29, 2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 29, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 22, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Charlotte, North Carolina

October 22, 2026

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MSC INDUSTRIAL DIRECT CO., INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

See accompanying Notes to Consolidated Financial Statements.

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MSC INDUSTRIAL DIRECT CO., INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

See accompanying Notes to Consolidated Financial Statements.

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MSC INDUSTRIAL DIRECT CO., INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(1)There were no material taxes associated with other comprehensive income during fiscal years 2026, 2025 and 2024.

See accompanying Notes to Consolidated Financial Statements.

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MSC INDUSTRIAL DIRECT CO., INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share data)

See accompanying Notes to Consolidated Financial Statements.

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MSC INDUSTRIAL DIRECT CO., INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

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See accompanying Notes to Consolidated Financial Statements.

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MSC INDUSTRIAL DIRECT CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and shares in thousands, except per share data)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

MSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC,” “MSC Industrial” or the “Company”) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services, with co-headquarters in Melville, New York and Davidson, North Carolina. The Company serves primarily domestic markets through its distribution network of five customer fulfillment centers (“CFCs”), eight regional inventory centers, 37 warehouses and five manufacturing locations.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of MSC. All significant intercompany balances and transactions have been eliminated in consolidation.

Fiscal Year

The Company operates on a 52/53-week fiscal year ending on the Saturday closest to August 31st of each year. References to “fiscal year 2026” refer to the period from August 31, 2025 to August 29, 2026. References to “fiscal year 2025” refer to the period from September 1, 2024 to August 30, 2025. References to “fiscal year 2024” refer to the period from September 3, 2023 to August 31, 2024. All comparable periods consisted of a 52-week fiscal year.

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used in preparing the accompanying Consolidated Financial Statements.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

Concentrations of Credit Risk

The Company’s mix of receivables is diverse, selling its products primarily to end-users. The Company’s customer base represents many diverse industries primarily concentrated in the United States. The Company performs periodic credit evaluations of its customers’ financial condition, and collateral is generally not required. The Company evaluates the collectability of accounts receivable based on numerous factors, including past transaction history with customers and their creditworthiness, and the Company provides a reserve for accounts that it believes to be uncollectible.

The Company’s cash includes deposits with commercial banks. The terms of these deposits and investments provide that all monies are available to the Company upon demand. The Company maintains the majority of its cash with high-quality financial institutions. Deposits held with banks may exceed insurance limits. While MSC monitors the creditworthiness of these commercial banks and financial institutions, a crisis in the U.S. financial systems could limit access to funds and/or result in a loss of principal.

Allowance for Credit Losses

The Company establishes reserves for customer accounts that are deemed uncollectible. The allowance for credit losses is based on several factors, including the age of the receivables and the historical ratio of actual write-offs to the age

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of the receivables. These analyses also take into consideration economic conditions that may have an impact on a specific industry, a group of customers or a specific customer. While the Company has a broad customer base, representing many diverse industries primarily in all regions of the United States, a general economic downturn could result in higher than expected uncollectible account balances and, therefore, the need to revise estimates for credit losses. The Company continues to provide collection services for the receivables sold under the Receivables Purchase Agreement (the “RPA”) and therefore an allowance for credit losses is recorded for these receivables.

Inventories

Inventories consist of merchandise held for resale and are stated at the lower of cost or net realizable value. Cost is principally determined using the weighted-average cost method. The Company evaluates the recoverability of its inventory quarterly and establishes reserves for slow-moving or obsolete inventories. The Company estimates the recoverable cost of such inventory by product type and considers such factors as its age, the physical condition of the inventory, historic sales, historical write-down activity as well as known trends. The Company’s ability to recover its cost for inventory can be affected by such factors as general economic and market conditions and relationships with suppliers and customers. Substantially all of the Company’s inventories have long shelf lives and are not highly susceptible to obsolescence. In addition, many of the Company’s inventory items are eligible for return under various supplier agreements.

Property, Plant and Equipment

Property, plant and equipment and capitalized computer software are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred; costs of major renewals and improvements are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts and the gain or loss on such disposition is reflected in income.

Depreciation and amortization of property, plant and equipment are computed for financial reporting purposes on the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over either their respective lease terms or their estimated useful lives, whichever is shorter. Estimated useful lives range from three years to 40 years for buildings and building improvements, the lesser of 10 years or the lease term for leasehold improvements, three years to 10 years for computer systems, equipment and software, and three years to 20 years for furniture, fixtures and equipment.

Capitalized computer software costs are amortized using the straight-line method over the estimated useful life. These costs include purchased software packages, payments to vendors and consultants for the development, implementation or modification of purchased software packages for Company use, and payroll and related costs for associates connected with internal-use software projects. Capitalized computer software costs are included in property, plant and equipment in the Consolidated Balance Sheets.

Cloud Computing Arrangements

The Company capitalizes costs to implement cloud computing arrangements (“CCA”) hosted by third-party vendors. Capitalized costs are amortized on a straight-line basis over the life of the hosting arrangement, taking into account any renewal options which are reasonably certain to be exercised, if any. Capitalized CCA included in Prepaid expenses and other current assets were $3,455 and $1,813 and CCA costs included in Other assets were $2,621 and $23,851, net of accumulated amortization, at August 29, 2026 and August 30, 2025, respectively. Amortization expense associated with capitalized CCA costs, included in Operating expenses in the Consolidated Statements of Income, was $1,399, $1,790 and $1,988 for fiscal years 2026, 2025, and 2024, respectively. Capitalized CCA costs are classified within operating activities in the Consolidated Statements of Cash Flows. During fiscal year 2026, the Company impaired $23,296 of capitalized CCA costs associated with its digital core implementation. See Note 8, “Asset Impairments and Related Charges” for further discussion.

Leases

The Company’s lease portfolio includes certain real estate (CFCs, regional inventory centers, warehouses and manufacturing locations), automobiles and other equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and operating lease liabilities representing the obligation to make lease payments arising from the lease. The Company does not guarantee any residual value in its

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lease agreements and there are no material restrictions or covenants imposed by lease arrangements. The Company has entered into immaterial lease transactions with related parties.

For real estate leases, lease components and non-lease components, such as common area maintenance, are grouped as a single lease component. All leases with an initial term of 12 months or less are not capitalized. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when it is reasonably certain of exercise, the Company includes the renewal period in its lease term. The automobile leases contain variable lease payments based on inception and subsequent interest rate fluctuations.

When readily determinable, the Company uses the interest rate implicit in its leases to discount lease payments. For leases that do not have a readily determinable implicit rate, the Company utilizes the incremental borrowing rate. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The rate for each lease is primarily determined using the Company’s credit spread, the lease term and currency. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in Operating expenses in the Consolidated Statements of Income.

Goodwill and Other Indefinite-Lived Intangible Assets

The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affects the amount of amortization expense and possible impairment write-downs that the Company may incur in future periods. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. The Company annually reviews goodwill at the reporting unit level and intangible assets that have indefinite lives for impairment in its fiscal fourth quarter and when events or changes in circumstances indicate the carrying values of these assets might exceed their current fair values.

The Company currently operates at a single reporting unit level. Events or circumstances that may result in an impairment review include changes in macroeconomic conditions, industry and market considerations, cost factors affecting the reporting unit or a sustained decrease in share price. Each year, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying value. If impairment is indicated in the qualitative assessment or if management elects to initially perform a quantitative assessment, the impairment test uses a single step approach. This single step approach compares the carrying value of a reporting unit or indefinite-lived intangible asset to its fair value. If the fair value exceeds its carrying amount, goodwill or indefinite-lived intangible assets are not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Based on the qualitative assessments of goodwill and intangible assets that have indefinite lives performed by the Company in its respective fiscal fourth quarters, there was no indicator of impairment for fiscal years 2026, 2025 and 2024.

The balances and changes in the carrying amount of goodwill are as follows:

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The components of the Company’s intangible assets for fiscal years 2026 and 2025 are as follows:

During the fiscal year ended August 29, 2026, the Company removed the gross carrying amount and accumulated amortization for $1,020 of trademark intangible assets, $766 of non-compete arrangements, and $200 of customer relationships, all of which were fully amortized. For the fiscal year ended August 30, 2025, the Company recorded approximately $550 of intangible assets, consisting of additional intellectual property assets acquired in connection with the Schmitz Manufacturing Research & Technology LLC asset acquisition in fiscal year 2024. During the fiscal year ended August 30, 2025, the Company removed the gross carrying amount and accumulated amortization for $107 of trademark intangible assets, which were fully amortized.

The Company’s amortizable intangible assets are amortized on a straight-line basis, including customer relationships, based on an approximation of customer attrition patterns and best estimates of the use pattern of the asset. Amortization expense of the Company’s intangible assets was $15,695, $16,269 and $15,686 during fiscal years 2026, 2025 and 2024, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows:

Impairment of Long-Lived Assets

The Company periodically evaluates the net realizable value of long-lived assets, including definite-lived intangible assets, operating lease right-of-use assets, capitalized CCA costs and property and equipment, relying on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. Impairment is assessed by evaluating the estimated undiscounted cash flows over the asset’s remaining life. If estimated cash flows are insufficient to recover the investment, an impairment loss is recognized. See Note 8, “Asset Impairments and Related Charges” for further discussion.

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 obligation. Substantially all of

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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.

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.

Gross Profit

Gross profit primarily represents the difference between the sale price to the Company’s customers and the product cost from its suppliers (net of earned rebates and discounts), including the cost of inbound freight. The cost of outbound freight (including internal transfers), purchasing, receiving and warehousing are included in operating expenses.

Vendor Consideration

The Company receives volume rebates from certain vendors based on contractual arrangements with such vendors. Rebates received from these vendors are recognized as a reduction to Cost of goods sold in the Consolidated Statements of Income when the inventory is sold. In addition, the Company records cash consideration received for advertising costs incurred to sell the vendor’s products as a reduction of the Company’s advertising costs and such consideration is reflected in Operating expenses in the Consolidated Statements of Income. The total amount of advertising costs, net of co-operative advertising income from vendor-sponsored programs, included in Operating expenses in the Consolidated Statements of Income was approximately $24,794, $16,257 and $12,167 during fiscal years 2026, 2025 and 2024, respectively.

Product Warranties

The Company generally offers a maximum one year warranty, including parts and labor, for certain of its products sold. The specific terms and conditions of those warranties vary depending upon the product sold. The Company may be able to recoup some of these costs through product warranties it holds with its original equipment manufacturers (“OEM”), which typically range from 30 to 90 days. In general, many of the Company’s general merchandise products are covered by third-party OEM warranties. The Company’s warranty expense has not been material.

Shipping and Handling Costs

The Company includes shipping and handling fees billed to customers in Net sales and shipping and handling costs associated with outbound freight in Operating expenses in the Consolidated Statements of Income. The shipping and handling costs in Operating expenses were approximately $147,206, $150,501 and $148,523 during fiscal years 2026, 2025 and 2024, respectively.

Stock-Based Compensation

In accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation,” the Company estimates the fair value of share-based payment awards on the date of grant. The value of awards that are ultimately expected to vest is recognized as an expense over the requisite service periods. The fair value of the Company’s restricted stock units and performance share units is based on the closing market price of the Company’s Class A Common Stock, par value $0.001 per share, (“Class A Common Stock”) on the date of grant. In addition, forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate forfeitures and records stock-based compensation expense only for those awards that are expected to vest.

Share Repurchases and Treasury Stock

Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or may be held by the Company as treasury stock. The Company accounts for treasury stock under the cost method, using the first-in, first-out flow assumption, and it is included in Class A treasury stock, at cost in the Consolidated Balance Sheets. When the Company reissues treasury stock, the gains are recorded in additional paid-in capital (“APIC”), while the losses are recorded to APIC to the extent that the previous net gains on the reissuance of treasury stock are available to offset the

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losses. If the losses are larger than the previous net gains available, then the losses are recorded to retained earnings. The Company accounts for repurchased shares immediately retired under the constructive retirement method. When shares are retired, the par value of the repurchased shares is deducted from common stock and the excess repurchase price over par is deducted by allocation to both APIC and retained earnings. The amount allocated to APIC is calculated as the original cost of APIC per share outstanding using the first-in, first-out flow assumption and is applied to the number of shares repurchased. Any remaining amount is allocated to retained earnings.

The Inflation Reduction Act of 2022, enacted in August 2022, imposed a 1% non-deductible excise tax on net repurchases of shares by domestic corporations whose stock is traded on an established securities market. Consequently, this excise tax is applicable to shares of stock repurchased pursuant to the Company’s Share Repurchase Plan (as defined below) beginning in January 2023 and represents a cost of the repurchases of the Class A Common Stock. See Note 13, “Shareholders’ Equity” for further discussion.

Fair Value of Financial Instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, approximate fair value because of the short maturity of these instruments. In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s lease obligations also approximate fair value. The fair values of the Company’s long-term debt, including current maturities, are estimated based on quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. Under this method, the Company’s fair values of any long-term obligations were not significantly different than the carrying values at August 29, 2026 and August 30, 2025.

Foreign Currency

The local currency is the functional currency for substantially all of MSC’s operations outside the United States. Assets and liabilities of these operations are translated to U.S. dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive income within shareholders’ equity. Gains and losses from foreign currency transactions are included in net income for the period.

Income Taxes

The Company has established deferred income tax assets and liabilities for temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities at enacted tax rates expected to be in effect when such assets or liabilities are realized or settled pursuant to the provisions of ASC Topic 740, “Income Taxes,” which prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amounts of unrecognized tax benefits, exclusive of interest and penalties that would affect the effective tax rate, were $914 and $2,476 as of August 29, 2026 and August 30, 2025, respectively.

Comprehensive Income

Comprehensive income consists of consolidated net income and foreign currency translation adjustments. Foreign currency translation adjustments included in comprehensive income were not tax-affected as investments in international affiliates are deemed to be permanent.

Geographic Regions

The Company’s sales and assets are predominantly generated from North American locations. For fiscal year 2026, the Company’s operations in North America represented approximately 98% of consolidated net sales, with 95% of the total being from the Company’s operations in the United States. The remaining 2% of consolidated net sales is from the Company’s operations in other foreign countries.

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Business Combinations and Asset Acquisitions

The Company accounts for business combinations in accordance with ASC Topic 805, “Business Combinations” (“ASC Topic 805”). ASC Topic 805 established principles and requirements for recognizing the total consideration transferred to, and the assets acquired, liabilities assumed and any noncontrolling interest in, the acquired target in a business combination. ASC Topic 805 also provides guidance for recognizing and measuring goodwill acquired in a business combination and requires the acquirer to disclose information that users may need to evaluate and understand the financial impact of the business combination.

The Company recognizes assets acquired in an asset acquisition based on the cost to the Company on a relative fair value basis, which includes transaction costs in addition to consideration transferred and liabilities assumed or issued as part of the transaction. Neither goodwill nor bargain purchase gains are recognized in an asset acquisition; any excess of consideration transferred over the fair value of the net assets acquired, or the opposite, is allocated to qualifying assets based on their relative fair values. See Note 6, “Acquisitions” for further discussion on business combinations and asset acquisitions.

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted this guidance effective for the fiscal year ended August 29, 2026 on a retrospective basis for all periods presented. The adoption of this guidance did not affect the Company’s Consolidated Financial Statements but did impact tax disclosures. See Note 9, “Income Taxes” for additional information.

Accounting Standards Not Yet Adopted

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 Financial Statements and the Company is currently evaluating the standard to determine the impact of adoption on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40): Targeted Improvements to Accounting for Internal-Use Software. The ASU primarily amends guidance for accounting and disclosure of internal-use software, including clarifying the requirements for capitalizing costs and removal of references to the stage-based approach for capitalizing costs. The ASU is effective for annual periods beginning after December 15, 2027 (MSC’s fiscal year 2029) on a prospective, retrospective or modified prospective approach. The Company is currently evaluating the standard to determine the impact of adoption on its Consolidated Financial Statements and 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.

Reclassifications

Certain prior period line items on the Consolidated Statements of Cash Flows were combined to conform to the current period presentation, including Loss on disposal of property, plant and equipment within net cash provided by operating activities and Other, net within net cash used in financing activities. These reclassifications did not affect net cash provided by operating activities or net cash used in financing activities.

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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 obligation. 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 $6,365 and $7,089 as of August 29, 2026 and August 30, 2025, respectively, and are reported as Accrued expenses and other current liabilities in the 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 $26,675 and $22,948 as of August 29, 2026 and August 30, 2025, respectively, and are included in Accrued expenses and other current liabilities in the 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 Consolidated Balance Sheets and were $7,179 and $6,723 as of August 29, 2026 and August 30, 2025, 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 August 29, 2026 and August 30, 2025.

Disaggregation of Revenue

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.

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The following table presents the Company’s percentage of revenue by customer end-market for fiscal years 2026, 2025, and 2024:

(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) system 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 fiscal years 2026, 2025, and 2024:

The Company’s revenue originating from the following geographic areas was as follows for fiscal years 2026, 2025, and 2024:

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3. 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 fair value hierarchy below 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 August 29, 2026 and August 30, 2025.

During fiscal years 2026 and 2025, aside from the item discussed in Note 8, “Asset Impairments and Related Charges,” 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.

4. NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average number of shares of the Class A Common Stock, and the Company’s Class B Common Stock, par value $0.001 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”), outstanding during the period. In the first quarter of fiscal year 2024, all Class B Common Stock was reclassified, exchanged and converted into Class A Common Stock in connection with the Reclassification (as defined below). See Note 13, “Shareholders’ Equity” for additional information. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of Common Stock outstanding during the period, including potentially dilutive shares of Common Stock equivalents outstanding during the period. The dilutive effect of potential shares of 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 fiscal years 2026, 2025 and 2024:

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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.

5. ACCOUNTS RECEIVABLE

Accounts receivable at August 29, 2026 and August 30, 2025 consisted of the following:

In the second quarter of fiscal year 2023, the Company entered into 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 receivables to the Purchasers. The RPA was amended in December 2025 to provide for, among other things, an extension of the scheduled termination date to December 8, 2028, the addition of a joining purchaser and an increase to the maximum aggregate commitment of $50,000 to a total of $350,000 which the Company has fully utilized and derecognized from the Consolidated Balance Sheet as of August 29, 2026. The RPA is a key component of the Company’s working capital strategy as it provides an additional source of liquidity through the sale of eligible receivables. The RPA continues to include customary representations and warranties for facilities of this type.

The Company continues to be involved with the receivables sold to the Purchasers by providing collection services. 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 $350,000. The total principal amount outstanding of receivables sold was approximately $350,000 and $300,000 as of August 29, 2026 and August 30, 2025. The amount of receivables pledged as collateral as of August 29, 2026 and August 30, 2025 was $375,263 and $359,465, respectively.

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The following table summarizes the activity and amounts outstanding under the RPA for fiscal years 2026, 2025, and 2024:

The receivables sold incurred fees due to the Purchasers of $15,311, $15,767 and $18,438 for the fiscal years ended August 29, 2026, August 30, 2025 and August 31, 2024, which were recorded within Other (expense) income, net in the 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 11, “Debt” for more information about these financial covenants.

6. ACQUISITIONS

Purchase of Noncontrolling Interest

During fiscal year 2026, the Company acquired the remaining interest of Wm. F. Hurst Co., LLC for $8,195, increasing the Company's ownership from 80% to 100%. As of the acquisition date, the balance of the noncontrolling interest was $6,048. The difference between acquisition price and the balance of the noncontrolling interest was recognized as an adjustment, net of taxes, to additional paid-in capital of $132. The $8,195 cash payment is presented as a financing cash outflow in the Consolidated Statement of Cash Flows.

During fiscal year 2026, the Company also acquired the remaining 25% noncontrolling interest in each of MSC Industrial Supply, S. de R.L. de C.V. and MSC Import Export LLC, resulting in 100% ownership by the Company of these entities. The acquisition eliminates the allocation of future earnings or losses to the noncontrolling shareholder. The transaction was completed for nominal consideration. In conjunction with the acquisition of the noncontrolling interest, the Company settled $4,750 of indebtedness in exchange for the transfer and sale of inventory. The transaction was non-cash in nature and therefore was excluded from the Consolidated Statement of Cash Flows.

7. PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment and the estimated useful lives used in the computation of depreciation and amortization:

Depreciation expense was $83,834, $72,119 and $64,836 for fiscal years 2026, 2025 and 2024, respectively.

Disposal of Columbus CFC

During fiscal year 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 third quarter of fiscal year 2025, the Company disposed of the Columbus CFC for 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 and $6,998 of furniture, fixtures and equipment, which was included in Property, plant and

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equipment, net in the 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 Operating expenses on the Consolidated Statement of Income for the fiscal year ended August 30, 2025.

8. ASSET IMPAIRMENTS AND RELATED CHARGES

During fiscal year 2026, the Company recorded asset impairments and other charges totaling $43,664. During the fiscal quarter ended August 29, 2026, the Company completed a review of its digital core implementation, including updated project timelines, costs incurred to date, required internal resources and expected costs to complete the implementation and determined certain existing capitalized costs no longer aligned with the Company’s business needs and strategy and no longer provided the best return for shareholders. As a result of this determination, the Company recognized a pre-tax impairment charge of $41,774. From this total, $23,371 represents an impairment of all capitalized implementation costs, primarily CCA, associated with the project. Additionally, the Company recorded a pre-tax charge of $18,403 which represents the net present value of future contractual obligations associated with the digital core which will not provide the Company with an economic benefit. The Company expects to settle the remaining contractual obligations over the next four fiscal years and does not currently expect to recognize additional material charges related to this determination. Other software-related asset impairments during fiscal year 2026 totaled $1,890. These charges are recorded in Asset Impairments and related charges on the Consolidated Statements of Income for the year ended August 29, 2026.

9. INCOME TAXES

The components of income before provision for income taxes were as follows:

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The provision for income taxes is comprised of the following:

Income Taxes paid, net of refunds received, is comprised of the following:

Significant components of deferred tax assets and liabilities are as follows:

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The Company’s valuation allowance changed as follows: