[Form 4] MultiSensor AI Holdings, Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Knightscope, Inc. (KSCP) has filed its 2025 Definitive Proxy for the virtual Annual Meeting on 8 Sep 2025 (record date 17 Jul 2025). Holders of 8,185,615 Class A shares (1 vote each) and 336,759 Class B shares (10 votes each) will decide four items:

• Proposal 1: Re-elect directors William S. Li, William G. Billings, Robert A. Mocny and Melvin W. Torrie to 2026.
• Proposal 2: Ratify BPM LLP as auditor for FY-2025; FY-2024 audit fees were $678,180 (↑8% YoY).
• Proposal 3: Amend the 2022 Equity Incentive Plan to add 2,000,000 Class A shares, raising remaining authorization from 308,657 to 2,308,657 shares; evergreen clause (≤5% annual share increase) remains.
• Other: Any routine business.

The company cites talent retention in a competitive robotics/AI market as the rationale for additional equity capacity; failure would force higher cash pay and weaken alignment with shareholders. Knightscope remains an Emerging Growth Company until at least 2027, so no advisory say-on-pay vote is required. Board independence meets Nasdaq rules (3 of 4 independent); Mr. Billings is Lead Independent Director while CEO Li also chairs the board.

Insights

Corporate Governance Expert

TL;DR: Routine proxy; key issue is 2 MM share increase—moderate dilution risk balanced by talent needs.

Governance is generally sound: 75% independent directors, standing Audit and Compensation Committees, and claw-back language. However, combining Chair/CEO roles concentrates power. The new share reserve equals roughly 23% of current Class A float; although usage will be spread over years, investors should scrutinize grant pacing and burn rate. Auditor continuity (BPM since 2020) supports stability, and fee growth remains modest. Overall, proposals appear standard but Proposal 3 merits close vote analysis given dilution versus retention benefits.

Equity Analyst

TL;DR: Share-plan expansion adds flexibility but could pressure EPS; otherwise, no direct financial impact.

The added 2 MM shares, if fully issued, could expand fully-diluted share count by ~22% versus current Class A shares, a material headwind for per-share metrics. Knightscope’s cash burn makes equity incentives preferable to cash, preserving liquidity. Record low remaining pool (308 k) justifies some increase, yet scale raises concerns about future dilution, especially with dual-class voting that entrenches insiders. Auditor ratification and director slate are largely non-controversial. I classify the proxy as not impactful near-term but note medium-term dilution risk.

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).

1. Name and Address of Reporting Person^*

Strahan Gary Eugene

(Last) (First) (Middle)

603 WADE ST

(Street)

BEAUMONT TX 77056

(City) (State) (Zip)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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

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

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

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	07/17/2025		S		363	D	$0.8065	5,848,575	D
Common Stock	07/18/2025		S		34,959	D	$0.7488(1)	5,813,616	D
Common Stock	07/21/2025		S		89,265	D	$0.7512	5,724,351	D
Common Stock								305,079	I	By Trust(2)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.7482 to $0.8047. The reporting person undertakes to provide to MultiSensor AI Holdings, Inc., any security holder of MultiSensor AI Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

2. Represents shares held by the Jill A. Blashek Revocable Trust U/A May 8, 2004, as amended and restated, of which Jill A. Blashek, the wife of Gary Strahan, is trustee.

	/s/ Gary Eugene Strahan	07/21/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When is Knightscope's (KSCP) 2025 Annual Meeting?

The virtual meeting is scheduled for September 8, 2025 at 1:00 p.m. PT via meetnow.global/MTWJWXL.

What are the main proposals in KSCP's 2025 proxy?

1) Elect four directors, 2) Ratify BPM LLP as auditor, 3) Add 2 MM shares to the 2022 Equity Incentive Plan.

How many additional shares are requested for the 2022 Equity Incentive Plan?

The board seeks stockholder approval to add 2,000,000 Class A shares, lifting the remaining pool to 2,308,657.

What are Knightscope's outstanding shares and voting rights?

As of July 17 2025: 8,185,615 Class A shares (1 vote each) and 336,759 Class B shares (10 votes each).

How much did Knightscope pay its auditor in 2024?

Audit fees to BPM LLP were $678,180, up from $630,475 in 2023.