MultiSensor AI Form 4: 31,008 RSUs Vest Immediately for Director

Rhea-AI Filing Summary

MultiSensor AI Holdings director David Gow was granted 31,008 restricted stock units (RSUs) on 09/30/2025 under the company's 2023 Incentive Award Plan, and those RSUs vested in full on the grant date. Each RSU represents the right to one share of the issuer's common stock, and the filing reports the reporting person now beneficially owns 747,644 shares following the transaction. The Form 4 was signed by an attorney-in-fact on 10/02/2025. The filing discloses a director-level equity award that immediately increased reported beneficial ownership without an exercise price or cash outlay reported in the Form.

Insights

Corporate Governance Analyst

Director received immediately vested RSUs, raising disclosed ownership to 747,644 shares.

The Form 4 shows 31,008 RSUs granted and vested on 09/30/2025, meaning the director obtained the right to 31,008 shares without a reported purchase price. Immediate vesting is a notable grant structure because it conveys full ownership rights at grant.

This transaction is material to share ownership disclosure but the filing contains no information on whether the award was part of routine compensation, special recognition, or tied to performance metrics; the document only references the 2023 Incentive Award Plan.

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
Estimated average burden
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).

1. Name and Address of Reporting Person^*

Gow David

(Last) (First) (Middle)

C/O MULTISENSOR AI HOLDINGS, INC.

2105 WEST CARDINAL DRIVE

(Street)

BEAUMONT TX 77705

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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

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

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	09/30/2025		A		31,008	A(1)	$0	747,644	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 September 30, 2025, the reporting person was granted 31,008 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert Nadolny, Attorney-in-Fact	10/02/2025
	** 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.

FAQ

What did MultiSensor AI (MSAI) insider David Gow report on Form 4?

The Form 4 reports a grant of 31,008 RSUs that vested in full on 09/30/2025, and total beneficial ownership of 747,644 shares after the grant.

Did the Form 4 report any purchase price for the RSUs?

No purchase price is reported; the entry shows the RSUs were granted and vested with a reported price of $0 in the transaction line.

When was the Form 4 filed and signed for the MSAI transaction?

The transaction date is 09/30/2025 and the Form 4 was signed by an attorney-in-fact on 10/02/2025.

Under which plan were the RSUs granted?

The RSUs were granted pursuant to the issuer's 2023 Incentive Award Plan.

Does the filing state whether the RSUs were subject to conditions or performance metrics?

No. The Form 4 states the RSUs "vested in full on the date of grant" and does not disclose any performance conditions.