[8-K] MultiSensor AI Holdings, Inc. Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

MultiSensor AI Holdings, Inc. reported results of its June 12, 2026 annual meeting of stockholders. Stockholders approved an amendment to the 2023 Incentive Award Plan, increasing the shares of common stock reserved for awards by 500,000 to a total of 661,012 shares, effective June 12, 2026.

All five director nominees were elected to serve until the 2027 annual meeting, and stockholders ratified Weaver and Tidwell L.L.P. as independent registered public accounting firm for the fiscal year ending December 31, 2026. The company reported that 1,306,286 shares, or 64.686% of outstanding common stock as of the April 14, 2026 record date, were represented at the meeting.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Plan share increase: 500,000 shares Total plan shares: 661,012 shares Shares represented at meeting: 1,306,286 shares +3 more

6 metrics

Plan share increase 500,000 shares Additional common shares reserved under 2023 Incentive Award Plan

Total plan shares 661,012 shares Total common shares issuable under 2023 Incentive Award Plan after amendment

Shares represented at meeting 1,306,286 shares Common stock present or represented by proxy at June 12, 2026 annual meeting

Quorum percentage 64.686% Portion of outstanding common stock represented as of April 14, 2026 record date

Auditor ratification votes for 1,234,419 votes Votes in favor of ratifying Weaver and Tidwell L.L.P. for 2026

Equity plan amendment votes for 786,276 votes Votes supporting Proposal 3 to amend 2023 Incentive Award Plan

Key Terms

2023 Incentive Award Plan, broker non-votes, independent registered public accounting firm, emerging growth company, +1 more

5 terms

2023 Incentive Award Plan financial

"approved an amendment to the Company’s 2023 Incentive Award Plan to increase the number of shares"

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"To ratify the appointment of Weaver and Tidwell L.L.P. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Definitive Proxy Statement on Schedule 14A regulatory

"included under the heading “Proposal 3” in the Company’s Definitive Proxy Statement on Schedule 14A"

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Understanding 8-K Material Events →

06/18/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

incorporation)

Identification No.)

Delaware

(State or other jurisdiction of
incorporation)

001-40916

(Commission File Number)

86-3938682

(I.R.S. Employer
Identification No.)


24 Greenway Plaza Suite 1800 Houston, Texas (Address of principal executive offices)		77046 (Zip Code)

(866) 861-0788

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	MSAI	The Nasdaq Stock Market LLC
Warrants to purchase common stock	MSAIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below under Item 5.07 of this Current Report on Form 8-K (this “Current Report”), on June 12, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MultiSensor AI Holdings, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s 2023 Incentive Award Plan (the “Plan”) to increase the number of shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), reserved for issuance pursuant to awards (the “Plan Amendment”) by 500,000 shares to a total of 661,012 shares of common stock issuable pursuant to the Plan. As a result, the Plan Amendment became effective on June 12, 2026. A description of the material terms of the Plan Amendment is included under the heading “Proposal 3: Approval of Amendment to the Company’s 2023 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”), which is incorporated by reference herein. Such description is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 12, 2026, the Company held its Annual Meeting. At the Annual Meeting, a total of 1,306,286 shares of the Company’s common stock were present in person or by remote communication or represented by proxy at the meeting, representing approximately 64.686% of the Company’s outstanding common stock as of the April 14, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Proxy Statement.

Proposal 1: To elect Margaret Chu, Stuart (“Trip”) V. Flavin III, Daniel Friedberg, David Gow and Petros Kitsos as directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified.

Director Nominee	Votes Cast For	Votes Withheld	Broker Non-Votes
Margaret Chu	908,326	23,615	374,345
Stuart (“Trip”) V. Flavin III	906,656	25,285	374,345
Daniel Friedberg	907,188	24,753	374,345
David Gow	907,082	24,859	374,345
Petros Kitsos	853,273	78,668	374,345

Proposal 2: To ratify the appointment of Weaver and Tidwell L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes Cast For		Votes Cast Against		Abstentions
1,234,419		67,318		4,549

Proposal 3: To approve an amendment to the Company’s 2023 Incentive Award Plan to increase the number of shares of common stock authorized for issuance thereunder.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
786,276		142,330		3,335		374,345

Based on the foregoing votes, the director nominees were elected and each of Proposals 2 and 3 was approved. No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit
10.1		Second Amendment to the Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MULTISENSOR AI HOLDINGS, INC.

Date: June 18, 2026	By:	/s/ Robert Nadolny
	Name:	Robert Nadolny
	Title:	Chief Financial Officer and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 13.3 KB