MultiSensor AI grants CFO 17,935 RSU award

Nadolny Robert reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Nadolny Robert reported acquisition or exercise transactions in this Form 4 filing.

MultiSensor AI Holdings, Inc. granted its Chief Financial Officer, Robert Nadolny, 17,935 restricted stock units (RSUs) on July 16, 2026 under its 2023 Incentive Award Plan. Each RSU represents one share of common stock and vests in four equal installments on January 1 of 2027, 2028, 2029 and 2030. After this equity award, Nadolny reports 23,491 shares of common stock held directly, with all share amounts retroactively adjusted for the company’s 1-for-40 reverse stock split effective April 13, 2026.

Insider Trade Summary

Grant/Award: 17,935 shares

Grant/Award 1 txn

Insider Nadolny Robert

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	17,935	$0.00	$0.00

Holdings After Transaction: Common Stock — 23,491 shares (Direct)

Footnotes (2)

1. F1. On July 16, 2026, the reporting person was granted 17,935 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs will vest in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030.
2. F2. The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

Key Figures

RSU grant size: 17,935 RSUs Vesting schedule: 4 equal installments Post-award holdings: 23,491 shares +2 more

5 metrics

RSU grant size 17,935 RSUs Equity award to CFO Robert Nadolny on July 16, 2026

Vesting schedule 4 equal installments RSUs vest on January 1 of 2027, 2028, 2029 and 2030

Post-award holdings 23,491 shares Common stock reported as directly held after the award

Reverse stock split ratio 1-for-40 Reverse split of outstanding common shares effective April 13, 2026

Recorded grant price per share 0.0000 per share RSU grant reported with no cash price per share

Key Terms

restricted stock units ("RSUs"), 2023 Incentive Award Plan, reverse stock split, 1-for-40 basis

4 terms

restricted stock units ("RSUs") financial

"was granted 17,935 restricted stock units ("RSUs"), each representing"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2023 Incentive Award Plan financial

"common stock of MultiSensor AI Holdings, Inc. pursuant to the Issuer's 2023 Incentive Award Plan"

reverse stock split financial

"retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

1-for-40 basis financial

"reverse stock split of its outstanding shares of common stock on a 1-for-40 basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did MultiSensor AI (MSAI) grant its CFO?

MultiSensor AI granted CFO Robert Nadolny 17,935 restricted stock units (RSUs) on July 16, 2026. Each RSU represents the right to receive one share of common stock under the company’s 2023 Incentive Award Plan.

How do the 17,935 RSUs awarded to MSAI’s CFO vest?

The 17,935 RSUs vest in four equal installments on January 1 of 2027, 2028, 2029 and 2030. This schedule spreads the award over four years, aligning vesting with continued service over time.

How many MultiSensor AI (MSAI) shares does the CFO report after the award?

Following the RSU grant, CFO Robert Nadolny reports 23,491 shares of common stock held directly. All share amounts are retroactively adjusted to reflect the company’s 1-for-40 reverse stock split completed on April 13, 2026.

Was the MSAI CFO’s 17,935-unit award a market purchase or a grant?

The 17,935 units are a grant of restricted stock units, not a market purchase. They were issued at a recorded price of 0.0000 per share as part of compensation under MultiSensor AI’s 2023 Incentive Award Plan.

How did MultiSensor AI’s 1-for-40 reverse stock split affect these figures?

All reported share numbers, including the 17,935 RSUs and 23,491 post-award holdings, are retroactively adjusted for a 1-for-40 reverse stock split. The split became effective on April 13, 2026 and compresses prior share counts accordingly.

What does each RSU granted to the MSAI CFO represent?

Each of the 17,935 RSUs represents the right to receive one share of common stock of MultiSensor AI Holdings, Inc. Delivery of shares depends on the RSUs vesting under the specified schedule through 2030.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/20/2026 - 04:06 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 TEXAS 77046

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/16/2026		A		17,935(1)	A	$0	23,491(2)	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. On July 16, 2026, the reporting person was granted 17,935 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs will vest in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030.

2. The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

	/s/ Robert Nadolny	07/20/2026
	** 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.
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* Form 4: SEC 1474 (03-26)