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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.