MultiSensor AI director granted 1,869 RSUs

Rhea-AI Filing Summary

Gow David reported acquisition or exercise transactions in this Form 4 filing.

MultiSensor AI Holdings, Inc. director David Gow received an equity grant rather than buying shares on the market. On June 30, 2026, he was granted 1,869 restricted stock units (RSUs), each representing one share of common stock, under the company’s 2023 Incentive Award Plan. The RSUs vested in full on the grant date, so they immediately became share-deliverable awards at no cash cost to Gow, reflected by a transaction price of $0.00 per share. Following this grant, his direct holdings increased to 22,974 shares of common stock. All share amounts in the filing have been retroactively adjusted for the company’s 1-for-40 reverse stock split of outstanding common stock that was effected on April 13, 2026.

Insider Trade Summary

Net Buyer: 1,869 shares

Net Buy 1 txn

Insider Gow David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,869	$0.00	$0.00

Holdings After Transaction: Common Stock — 22,974 shares (Direct)

Footnotes (2)

1. F1. On June 30, 2026, the reporting person was granted 1,869 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.
2. F2. The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

Key Figures

RSUs granted: 1,869 RSUs Transaction price per share: $0.00 per share Shares owned after transaction: 22,974 shares +2 more

5 metrics

RSUs granted 1,869 RSUs Equity award granted on June 30, 2026

Transaction price per share $0.00 per share RSU grant price indicating compensation award

Shares owned after transaction 22,974 shares Common stock directly held by David Gow after grant

Reverse stock split ratio 1-for-40 Reverse split of outstanding common stock effective April 13, 2026

Grant vesting Vested in full on grant date RSUs vested immediately on June 30, 2026

Key Terms

restricted stock units ("RSUs"), 2023 Incentive Award Plan, reverse stock split

3 terms

restricted stock units ("RSUs") financial

"the reporting person was granted 1,869 restricted stock units ("RSUs"), each representing the right to receive one share"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2023 Incentive Award Plan financial

"pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full"

reverse stock split financial

"retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

What insider transaction did MultiSensor AI (MSAI) director David Gow report?

David Gow reported an equity compensation grant, not an open-market trade. On June 30, 2026, he received 1,869 restricted stock units (RSUs) in MultiSensor AI Holdings, Inc., which fully vested on the grant date and increased his direct ownership position in the company.

How many MultiSensor AI (MSAI) RSUs were granted to David Gow and at what price?

David Gow was granted 1,869 restricted stock units (RSUs), each representing one share of MultiSensor AI common stock. The award carried a reported transaction price of $0.00 per share, indicating it was a compensation grant rather than a purchase requiring cash payment from the director.

What is David Gow’s MultiSensor AI (MSAI) shareholding after this Form 4 transaction?

After the June 30, 2026 RSU grant, David Gow directly holds 22,974 shares of MultiSensor AI common stock. This total reflects the inclusion of the 1,869 RSUs that vested in full on the grant date and incorporates the company’s earlier 1-for-40 reverse stock split adjustment.

How did the 1-for-40 reverse stock split affect the numbers in this MultiSensor AI (MSAI) filing?

All share figures in the filing, including the 1,869 RSUs and 22,974 post-transaction shares, were retroactively adjusted to reflect MultiSensor AI’s 1-for-40 reverse stock split of outstanding common stock that was effected on April 13, 2026, consolidating prior share counts into fewer shares.

Did the RSU grant to MultiSensor AI (MSAI) director David Gow vest over time or immediately?

The 1,869 restricted stock units (RSUs) granted to director David Gow vested in full on the June 30, 2026 grant date. This means the award became fully earned immediately, rather than vesting over multiple years, and directly contributed to his reported post-transaction share ownership.

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Available on EDGAR 07/02/2026 - 05:35 PM Accepted by SEC EDGAR 07/02/2026 - 05:35 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gow David

(Last) (First) (Middle)

C/O MULTISENSOR AI HOLDINGS, INC.

24 GREENWAY PLAZA, STE 1800

(Street)

HOUSTON TEXAS 77046

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MultiSensor AI Holdings, Inc. [ MSAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		A		1,869	A(1)	$0	22,974(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On June 30, 2026, the reporting person was granted 1,869 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

2. The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

	/s/ Robert Nadolny, Attorney-in-Fact	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)