[8-K] MultiSensor AI Holdings, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

MultiSensor AI Holdings, Inc. announced that it issued a press release reporting its financial results for the second fiscal quarter ended June 30, 2025; that press release is furnished as Exhibit 99.1 to this Form 8-K and the company specifies the information is furnished, not filed.

The company also posted an updated investor presentation to the Investor Relations section of its website at www.multisensorai.com and says it may post additional material updates there. The filing lists the companys securities as common stock (MSAI) and warrants (MSAIW) trading on The NASDAQ Stock Market, and indicates the company is an emerging growth company.

Positive

• Press release furnished as Exhibit 99.1 announcing financial results for the quarter ended June 30, 2025
• Updated investor presentation posted to the companys Investor Relations website at www.multisensorai.com

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine disclosure of Q2 results furnished via press release; company updated its investor presentation and reiterated web-based Regulation FD disclosures.

The 8-K itself furnishes a press release with second quarter results but does not include the financial data in-line. For investors, the key actions are the furnishing of Exhibit 99.1 and the posting of an updated investor presentation on the company website, which improves access to disclosures but does not by itself change the companys reported financials or balance sheet metrics. Impact is neutral pending review of the press release content.

Corporate Governance Expert

TL;DR: Disclosure practices align with Regulation FD; information is furnished rather than filed, limiting Section 18 liability.

The company is using its Investor Relations website to disseminate material information and explicitly states the press release is furnished, not filed, which is a common governance approach to manage disclosure risk. This preserves limited liability under Section 18 while maintaining public access to the Q2 results and investor presentation. The action is procedural and governance-focused rather than materially transformative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): August 13, 2025

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MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of
incorporation) 001-40916 (Commission File Number) 86-3938682 (I.R.S. Employer
Identification No.)

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2105 West Cardinal Drive

Beaumont, Texas 77705

(Address of principal executive offices, including zip code)

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(866) 861-0788

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share	​	MSAI	​	The NASDAQ Stock Market LLC
Warrants to purchase common stock	​	MSAIW	​	The NASDAQ Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02Results of Operations and Financial Condition.

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On August 13, 2025, MultiSensor AI Holdings, Inc., a Delaware corporation, (the “Company”) issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

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Item 7.01Regulation FD Disclosure.

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As disclosed in the press release, the Company has posted an updated investor presentation to the Investor Relations section of the Company’s website, www.multisensorai.com. From time to time, the Company may post additional important information, including updated investor presentations, news releases, announcements and other statements about its business and results of operations, that may be deemed material to investors on the Investor Relations section of the Company’s website, www.multisensorai.com, as a means for complying with the Company’s disclosure obligations under Regulation FD. Investors should monitor the Investor Relations section of the Company’s website in addition to following the Company’s press releases, filings with the SEC, and any public conference calls and webcasts.

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Item 9.01Exhibits and Financial Statements.

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(d) Exhibits.

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Exhibit No.		Description of Exhibit
99.1	​	Press Release issued August 13, 2025 (furnished pursuant to Item 2.02)
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MultiSensor AI Holdings, Inc.
Date: August 13, 2025	By:	/s/ Robert Nadolny
	Name:	Robert Nadolny
	Title:	Chief Financial Officer and Secretary

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FAQ

What did MultiSensor AI (MSAIW) report in this Form 8-K?

The company furnished a press release announcing its financial results for the second fiscal quarter ended June 30, 2025; the press release is attached as Exhibit 99.1.

Is the press release in the 8-K considered "filed" with the SEC?

No. The company states the information, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Where can investors find the updated investor presentation?

The updated investor presentation is posted to the companys Investor Relations section at www.multisensorai.com.

Which securities of the company are registered on an exchange?

The filing lists Common stock (MSAI) and Warrants to purchase common stock (MSAIW) as registered on The NASDAQ Stock Market.

Is MultiSensor AI an emerging growth company?

Yes. The Form 8-K indicates the company is marked as an emerging growth company.