[Form 4] MultiSensor AI Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

MultiSensor AI Holdings (MSAI) reported insider acquisitions on Form 4 tied to a private placement. On 10/24/2025, affiliated 325 Capital entities reported acquiring common stock and warrants pursuant to a Securities Purchase Agreement. Reported stock purchases include 684,539 shares by 325 Capital Master Fund LP and 2,800,907 shares by 325 Capital LLC. Reported warrant grants include 1,369,078 and 5,601,814 warrants with a $0.409 exercise price.

The filing notes an SPA covering 17,114,912 shares at $0.409 per share and warrants to purchase 34,229,824 shares. The warrants are not exercisable until stockholder approval and expire five years from issuance. A beneficial ownership cap limits any holder to 49.5% of outstanding shares, including on an as‑exercised basis. One director designee’s awards are held on behalf of the investment manager as described in the footnotes.

Insights

Capital markets and securities law analyst

Insider Form 4 shows SPA-driven stock and warrant awards; exercise contingent on stockholder approval.

MSAI insiders affiliated with 325 Capital reported purchases tied to a private placement: 684,539 and 2,800,907 common shares, plus 1,369,078 and 5,601,814 warrants at an exercise price of $0.409. Footnotes state the SPA covers 17,114,912 shares at $0.409 and 34,229,824 warrants. These are administrative disclosures under Section 16.

The warrants are not exercisable until stockholder approval and expire five years from issuance, which defers potential share issuance until approval. A 49.5% beneficial ownership cap limits concentration even after full exercise. One director designee’s equity is held for the investment manager per the footnotes.

Key mechanics to track are the stockholder approval referenced for warrant exercisability and the five‑year term from issuance. Actual timing of exercises depends on that approval.

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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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^*

FRIEDBERG DANIEL M.

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

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

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

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

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

	Form filed by One Reporting Person
X	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, $0.0001 par value per share(1)	10/24/2025		A		684,539(2)(3)	A	(2)	2,166,407	I	By: 325 Capital Master Fund LP(4)
Common stock, $0.0001 par value per share(1)	10/24/2025		A		2,800,907(2)(3)	A	(2)	10,694,039	I	By: 325 Capital LLC(5)
Common stock, $0.0001 par value per share(1)								101,207(6)	D(6)

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
Warrants to purchase common stock	$0.409	10/24/2025		A		1,369,078(2)(3)		(7)(8)	(7)	Common stock, $0.0001 par value per share(8)	1,369,078(8)	(2)	1,369,078	I	By: 325 Capital Master Fund LP(4)
Warrants to purchase common stock	$0.409	10/24/2025		A		5,601,814(2)(3)		(7)(8)	(7)	Common stock, $0.0001 par value per share(8)	5,601,814(8)	(2)	5,601,814	I	By: 325 Capital LLC(5)

1. Name and Address of Reporting Person^*

FRIEDBERG DANIEL M.

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

325 Capital Master Fund LP

(Last) (First) (Middle)

190 ELGIN AVENUE

GEORGE TOWN

(Street)

GRAND CAYMAN E9 KY1-9008

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

325 Capital GP, LLC

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

325 CAPITAL LLC

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

2. The shares of common stock and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

3. Pursuant to the SPA, 325 Master Fund and the SMAs agreed to purchase a number of shares equal to 19.99% of the number of shares issued and outstanding immediately prior to the execution of the SPA (the "Initial Shares") and Warrants to purchase up to a number of shares equal to 200% of the Initial Shares at an initial closing (the "Initial Closing"), which is expected to occur in the near future. The remaining shares and Warrants will be issued upon the Issuer's receipt of stockholder approval of the Private Placement (the "Stockholder Approval"). In connection with the Initial Closing, (a) 325 Master Fund will acquire 684,539 Shares and 1,369,078 Warrants, and (b) the SMAs will acquire an aggregate of 2,800,907 Shares and 5,601,814 Warrants.

4. 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.

5. 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.

6. 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.

7. The Warrants are not exercisable unless and until the Issuer obtains the Stockholder Approval and expire five years from the date of issuance.

8. The SPA and the Warrants provide that each Warrant holders 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 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.

Remarks:

Mr. Friedberg, a managing member of 325, is a director of the Issuer. For purposes of Section 16 of the Exchange Act, each of the Reporting Persons (other than Mr. Friedberg) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

	/s/ Daniel M. Friedberg	10/28/2025
	325 Master Fund LP, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	10/28/2025
	325 Capital GP, LLC, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	10/28/2025
	325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	10/28/2025
	/s/ Michael D. Braner	10/28/2025
	/s/ Anil Shrivastava	10/28/2025
	** Signature of Reporting Person	Date
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