Welcome to our dedicated page for Multisensor AI SEC filings (Ticker: MSAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission (SEC) filings for MultiSensor AI Holdings, Inc. (NASDAQ: MSAI), a Technology sector company in the Software - Infrastructure industry. Through these filings, investors can review how the company describes its AI-powered multi-sensing platforms for condition-based monitoring, early threat detection, predictive maintenance, and process control, as well as its use of edge and cloud software to analyze data from thermal, visible, acoustic, vibration, and laser spectroscopy sensors.
Key documents available include current reports on Form 8-K, where MultiSensor AI discloses material events such as private placements, registered direct offerings, amendments to securities purchase agreements, executive compensation arrangements, and notices related to Nasdaq listing requirements. For example, recent 8-K filings describe a private placement of common stock and warrants, a registered direct offering involving common stock and pre-funded warrants, and a Nasdaq notice regarding the minimum bid price requirement and an extension to regain compliance.
Investors can also use this page to locate references to the company’s shelf registration statements, registration rights agreements, and voting agreements, as well as information about its status as an emerging growth company and details on its listed securities, including common stock (MSAI) and warrants to purchase common stock (MSAIW) on The NASDAQ Stock Market LLC.
Stock Titan’s platform enhances the usability of these filings by offering AI-powered summaries and highlights. Users can quickly understand the main points of lengthy documents such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. The filings page also facilitates tracking of equity offerings, warrant terms, and other capital structure changes, and provides convenient access to insider transaction disclosures on Form 4 when available. Real-time updates from the SEC’s EDGAR system help ensure that new filings from MultiSensor AI are reflected promptly, while AI-generated explanations make complex regulatory language more accessible to a broad range of investors.
MultiSensor AI Holdings, Inc. launched a primary offering of 4,595,000 shares of common stock at $1.35 per share, alongside pre-funded warrants to purchase up to 6,100,000 shares, with this supplement also covering the shares issuable upon warrant exercise. The transaction was placed with a single institutional investor.
The company estimates net proceeds of approximately $13.6 million after fees and expenses; Roth Capital Partners will receive an approximate $722,000 placement fee. The pre-funded warrants are priced at $1.3499 each with a nominal exercise price of $0.0001, are exercisable immediately, and include a 9.99% beneficial ownership limitation. Proceeds are earmarked for working capital and general corporate purposes, including advancing the MSAI Connect platform.
The company discloses immediate dilution of $0.91 per share to new investors. Shares outstanding were 41,842,823 as of November 3, 2025; the company estimates 52,537,823 shares outstanding after this offering, assuming full exercise of the pre-funded warrants.
MultiSensor AI Holdings (MSAI) filed a prospectus supplement reducing its at‑the‑market offering to up to $168,241 and leaving capacity to sell up to an additional $50,000 of common stock under its Sales Agreement with B. Riley Securities. The company previously sold $118,241 pursuant to the prior supplement. The Sales Agreement remains in effect, and the company states it will not make additional sales exceeding $50,000 under this supplement unless a new prospectus supplement or registration statement is filed.
The filing affirms compliance with Form S‑3 General Instruction I.B.6, noting a public float of $55,355,365. MSAI’s common stock trades on Nasdaq as “MSAI”; the last reported sale price was $1.98 on November 3, 2025.
MultiSensor AI Holdings (MSAI) entered a private placement led by Roth Capital Partners, selling 34,229,826 common shares at $0.409 and issuing warrants to buy up to 68,459,652 shares at $0.409, for aggregate gross proceeds of $14.0 million, with a 5.0% placement fee. An Initial Closing delivered 6,970,890 shares and warrants for up to 13,941,780 shares, generating $2.85 million gross; the balance is in escrow.
The closing of remaining securities is subject to Stockholder Approval; if not obtained by February 28, 2026, escrowed funds will be returned. Warrants are not exercisable until approval, have a seven‑year term, full‑ratchet anti‑dilution with a price floor of $0.14944, and a 49.5% beneficial ownership cap, with a Series A Convertible Preferred alternative (1:1000 conversion) to stay within the cap. The company agreed to file a resale registration and secured voting agreements covering >36.5% of pre‑transaction shares. Net proceeds are intended for working capital and general corporate purposes.
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.
Petros Kitsos, a director of MultiSensor AI Holdings, Inc. (MSAI), was granted 15,504 restricted stock units (RSUs) on 09/30/2025 under the company’s 2023 Incentive Award Plan. Each RSU represents the right to one share of common stock and the filing states the RSUs vested in full on the grant date. Following the grant, the reporting person beneficially owns 64,638 shares of common stock. The Form 4 was signed by an attorney‑in‑fact on 10/02/2025 and lists the transaction code as an acquisition (Code A) at a price of $0, reflecting a grant rather than a purchase.
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.
Margaret M. Chu, a director of MultiSensor AI Holdings, Inc. (MSAI), was granted 15,504 restricted stock units (RSUs) on 09/30/2025 under the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the grant date and were reported as acquired at a price of $0. Following the transaction, the reporting person beneficially owns 64,638 shares of the Issuer's common stock. The Form 4 was filed as a single reporting person filing and bears the signature of Attorney-in-Fact Robert Nadolny dated 10/02/2025.
MultiSensor AI Holdings, Inc. reported changes to the compensation arrangements of its Chief Financial Officer, Robert Nadolny. Effective September 26, 2025, the company and Mr. Nadolny entered into a PSU Cancellation and Release Agreement, under which an award of 48,076 performance stock units (PSUs) granted on February 5, 2025 was cancelled. On September 29, 2025, the parties amended Mr. Nadolny’s employment agreement, providing a new equity package consisting of 100,000 restricted stock units (RSUs) and 400,000 PSUs under the 2023 Incentive Award Plan.
The RSU Award is split equally between a September 2025 grant and a January 2027 grant and will vest over four years in four substantially equal installments, starting January 1, 2026 for the September 2025 grant and January 1, 2027 for the January 2027 grant. The PSU Award is also split between a September 2025 grant and a January 2027 grant and will vest based on pre-established performance goals over a performance period determined by the company in its sole discretion. All other terms of Mr. Nadolny’s employment agreement remain substantially the same.
MultiSensor AI Holdings, Inc. (MSAI) submitted a Rule 144 notice reporting a proposed sale of 152,125 shares of common stock through Charles Schwab with an aggregate market value of $108,510.76. The filing lists the total number of outstanding shares as 34,574,485 and an approximate sale date of 09/16/2025. The shares were acquired on 12/19/2023 in an exchange of shares from the issuer. The notice also discloses multiple sales by the reporting person, Gary Strahan, over the past three months with individual sale dates and gross proceeds provided. The filer certifies there is no undisclosed material adverse information.