MultiSensor AI director receives 4,210-share award
MSAI warrants are exercisable from Stockholder Approval and carry a 49.5% ownership cap for each holder.
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Form Type
4
Rhea-AI Filing Summary
MultiSensor AI Holdings, Inc. reported a 4,210-share award to director Daniel M. Friedberg on September 30, 2026. His reported direct holdings after the award were 14,082 shares; a footnote says he holds award securities on behalf of 325 Capital LLC or its affiliates as directed and has no direct pecuniary interest.
Warrants held indirectly by 325 Capital Master Fund LP are exercisable for 459,797 common shares, and warrants held indirectly by 325 Capital LLC are exercisable for 1,881,339 common shares, each at a $5.98 exercise price. They are exercisable from Stockholder Approval and subject to a 49.5% Maximum Ownership Limitation for each holder.
Insider Trade Summary
Grant/Award: 4,210 shares
Grant/Award
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
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, $0.0001 par value per share F1, F2 | 4,210 | $0.00 | $0.00 |
| holding | Warrants to purchase common stock F1, F5, F6, F3 | -- | -- | -- |
| holding | Warrants to purchase common stock F1, F5, F6, F4 | -- | -- | -- |
| holding | Common stock, $0.0001 par value per share F1, F3 | -- | -- | -- |
| holding | Common stock, $0.0001 par value per share F1, F4 | -- | -- | -- |
Holdings After Transaction:
Common stock, $0.0001 par value per share — 14,082 shares (Direct);
Warrants to purchase common stock — 6,722,710 contracts for 459,797 underlying shares (Indirect, By: 325 Capital Master Fund LP);
Warrants to purchase common stock — 27,507,114 contracts for 1,881,339 underlying shares (Indirect, By: 325 Capital LLC);
Common stock, $0.0001 par value per share — 121,081 shares (Indirect, By: 325 Capital Master Fund LP);
Common stock, $0.0001 par value per share — 543,697 shares (Indirect, By: 325 Capital LLC)
Footnotes (6)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. The Warrants are exercisable from the date of the Stockholder Approval and expire five years from the date of issuance.
- F6. 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
Common shares awarded: 4,210 shares
Direct common shares after award: 14,082 shares
Warrant underlying shares: 459,797 shares
+3 more
6 metrics
Common shares awarded
4,210 shares
Award reported for September 30, 2026
Direct common shares after award
14,082 shares
Reported following the September 30, 2026 award
Warrant underlying shares
459,797 shares
Warrants held indirectly by 325 Capital Master Fund LP
Warrant underlying shares
1,881,339 shares
Warrants held indirectly by 325 Capital LLC
Warrant exercise price
$5.98 per share
Exercise price for the reported warrant holdings
Maximum Ownership Limitation
49.5%
Maximum beneficial ownership for each warrant holder
Key Terms
director designee, pecuniary interest, Maximum Ownership Limitation, Series A Convertible Preferred Stock
4 terms
director designee regulatory
"serves as a director designee of 325"
pecuniary interest regulatory
"does not have a direct pecuniary interest"
Maximum Ownership Limitation regulatory
"the "Maximum Ownership Limitation""
Series A Convertible Preferred Stock financial
"exercisable for shares of the Issuer's Series A Convertible Preferred Stock"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When can MSAI warrants be exercised, and when do they expire?
The warrants are exercisable from the date of Stockholder Approval and expire five years from the date of issuance.
What happens if an MSAI warrant cannot be exercised under the ownership limit?
Each warrant holder's beneficial ownership, including after full exercise, may not exceed 49.5% of issued and outstanding shares. If that limit prevents exercise for common shares, the applicable warrant is exercisable for Series A Convertible Preferred Stock convertible into an equivalent number of shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
