MultiSensor AI (MSAI) director-linked 325 Capital reports grants, large warrant stakes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MultiSensor AI Holdings, Inc. reported updated holdings for investment entities affiliated with 325 Capital and director designee Daniel M. Friedberg. Friedberg was granted 3,738 shares of common stock at $0.0000 per share as a director award, increasing his direct holdings to 9,872 shares, which he holds on behalf of 325 or its affiliates under a pre-existing arrangement.
Indirectly, 325 Capital LLC is shown with 543,697 common shares and warrants linked to 1,881,339 underlying shares, while 325 Capital Master Fund LP is shown with 121,081 common shares and warrants linked to 459,797 underlying shares, all at an exercise price of $5.98 per share. The warrants are exercisable from the date of stockholder approval for five years and are subject to a 49.5% Maximum Ownership Limitation, with a mechanism to receive Series A convertible preferred stock instead of common stock if the cap would be exceeded.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
FRIEDBERG DANIEL M., 325 Capital Master Fund LP, 325 Capital GP, LLC, 325 CAPITAL LLC, Shrivastava Anil K, Braner Michael David
Role
null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, $0.0001 par value per share | 3,738 | $0.00 | -- |
| holding | Warrants to purchase common stock | -- | -- | -- |
| holding | Warrants to purchase common stock | -- | -- | -- |
| holding | Common stock, $0.0001 par value per share | -- | -- | -- |
| holding | Common stock, $0.0001 par value per share | -- | -- | -- |
Holdings After Transaction:
Common stock, $0.0001 par value per share — 9,872 shares (Direct, null);
Warrants to purchase common stock — 459,797 shares (Indirect, By: 325 Capital Master Fund LP);
Common stock, $0.0001 par value per share — 121,081 shares (Indirect, By: 325 Capital Master Fund LP)
Footnotes (1)
- This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Reflects the Issuer's 1-for-40 reverse stock split, effective April 13, 2026. Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence. Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund. Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325. The Warrants are exercisable from the date of the Stockholder Approval and expire five years from the date of issuance. The SPA and the Warrants provide that each Warrant holder's beneficial ownership of shares, including after taking into account the full exercise of such holder's Warrant, shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that a holder's Warrant is not exercisable for shares due to the beneficial ownership of such holder exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares for which the Warrant is exercisable.
Key Figures
Director share grant: 3,738 shares at $0.0000
Director holdings after grant: 9,872 shares
Indirect common via 325 Capital LLC: 543,697 shares
+4 more
7 metrics
Director share grant
3,738 shares at $0.0000
Common stock grant to Daniel M. Friedberg as director award
Director holdings after grant
9,872 shares
Total common shares shown as directly held by Friedberg after award
Indirect common via 325 Capital LLC
543,697 shares
Common stock reported as indirectly owned through 325 Capital LLC
Indirect common via Master Fund
121,081 shares
Common stock reported as indirectly owned through 325 Capital Master Fund LP
Warrants underlying via 325 Capital LLC
1,881,339 shares at $5.98
Underlying common shares on warrants held indirectly, $5.98 exercise price
Warrants underlying via Master Fund
459,797 shares at $5.98
Underlying common shares on warrants held indirectly, $5.98 exercise price
Maximum Ownership Limitation
49.5% of outstanding shares
Cap on beneficial ownership for warrant holders, with preferred stock alternative
Key Terms
Maximum Ownership Limitation, warrants to purchase common stock, reverse stock split, Series A Convertible Preferred Stock, +1 more
5 terms
Maximum Ownership Limitation financial
"shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation")."
warrants to purchase common stock financial
"Warrants to purchase common stock, exercise price $5.9800, underlying common stock."
reverse stock split financial
"Reflects the Issuer's 1-for-40 reverse stock split, effective April 13, 2026."
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.
Series A Convertible Preferred Stock financial
"exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
pecuniary interest financial
"Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
FAQ
What insider transaction did MultiSensor AI (MSAI) report in this Form 4?
MultiSensor AI reported a grant of 3,738 shares of common stock to director designee Daniel M. Friedberg at $0.0000 per share, increasing his direct holdings to 9,872 shares, which he holds for the benefit of 325 Capital or its affiliates.
What warrant position in MultiSensor AI (MSAI) do 325 Capital entities report?
325 Capital LLC reports warrants tied to 1,881,339 underlying common shares, and 325 Capital Master Fund LP reports warrants tied to 459,797 underlying common shares, each with an exercise price of $5.98 per share, exercisable for five years after stockholder approval.
What is the 49.5% Maximum Ownership Limitation mentioned for MSAI warrants?
The warrants and related securities limit each holder’s beneficial ownership to 49.5% of outstanding shares. If exercising warrants would exceed this cap, the warrants become exercisable into Series A convertible preferred stock instead of additional common shares.
Do the reporting persons claim full beneficial ownership of MSAI securities?
The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. The filing states it should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.
How did MultiSensor AI’s reverse stock split affect these reported holdings?
A footnote states the positions reflect the issuer’s 1-for-40 reverse stock split effective on April 13, 2026. All share amounts in the filing are presented on this post-split basis according to that disclosure.