Tax share withholding by MultiSensor AI Holdings (MSAI) CFO on Form 4

Rhea-AI Filing Summary

MultiSensor AI Holdings, Inc. reported an insider equity transaction by its Chief Financial Officer, Robert Nadolny. On January 7, 2026, 14,681 shares of common stock were withheld at a price of $0.29 per share to cover tax withholding obligations tied to restricted stock units that had vested on January 1, 2026. After this tax-related withholding, Nadolny directly beneficially owns 222,278 shares of MultiSensor AI common stock.

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

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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^*

Nadolny Robert

(Last) (First) (Middle)

C/O MULTISENSOR AI HOLDINGS, INC.

24 GREENWAY PLAZA, STE 1800

(Street)

HOUSTON TX 77046

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		F		14,681	D(1)	$0.29	222,278	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. Represents shares withheld to satisfy tax withholding obligations upon the settlement of restricted stock units that vested on January 1, 2026.

	/s/ Robert Nadolny	01/09/2026
	** 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.

FAQ

What insider transaction did MultiSensor AI (MSAI) report in this Form 4?

The filing reports that Chief Financial Officer Robert Nadolny had 14,681 shares of MultiSensor AI common stock withheld on January 7, 2026 to satisfy tax obligations related to vested restricted stock units.

Who is the reporting person in this MultiSensor AI (MSAI) Form 4?

The reporting person is Robert Nadolny, who serves as the Chief Financial Officer of MultiSensor AI Holdings, Inc.

How many MultiSensor AI (MSAI) shares were withheld and at what price?

A total of 14,681 shares of common stock were withheld at a price of $0.29 per share in connection with tax withholding on vested restricted stock units.

How many MultiSensor AI (MSAI) shares does the CFO hold after this transaction?

Following the reported transaction, Chief Financial Officer Robert Nadolny directly beneficially owns 222,278 shares of MultiSensor AI common stock.

What does the footnote in the MultiSensor AI (MSAI) Form 4 explain about the transaction?

The footnote states that the reported shares represent stock withheld to satisfy tax withholding obligations upon the settlement of restricted stock units that vested on January 1, 2026.

Was this MultiSensor AI (MSAI) Form 4 transaction an open-market sale by the CFO?

No. The filing describes the transaction as shares withheld for tax withholding upon settlement of vested restricted stock units, rather than an open-market sale initiated by the CFO.