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

Rhea-AI Filing Summary

Form 4 filing for MultiSensor AI Holdings, Inc. (MSAI) discloses that Director and 10% owner Gary E. Strahan sold 42,775 common shares on 28-Jul-2025 at a weighted-average price of $0.7778 per share (Code “S”). Following the sale, Strahan directly owns 3,272,318 shares and indirectly controls 305,079 shares through the Jill A. Blashek Revocable Trust. No derivative security transactions were reported. The transaction represents a small fraction of Strahan’s overall position, leaving him well above the 10% ownership threshold. No other officers or directors are listed on this filing, and no additional transactions or footnotes indicate further activity.

Positive

• None.

Negative

• Director and 10% owner sold 42,775 common shares at $0.7778, signaling potential but limited insider divestment.

Insights

Securities Analyst

TL;DR: Insider sold 42.8k shares; ownership still 3.6m; signal modestly negative.

The filing shows a routine disposition by a major insider. While insider sales can flag potential valuation concerns, the sale equals only a minor percentage of Strahan’s stake, and he retains both direct control and a trust position that keeps him well above 10 % ownership. There are no option exercises or complex derivatives, suggesting liquidity management rather than a strategic exit. Market impact should be limited unless followed by additional sales.

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)
07/29/2025

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	07/28/2025		S		42,775	D	$0.7778(1)	3,272,318	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 $0.7655 to $0.7968. 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	07/29/2025
	** 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

How many MultiSensor AI (MSAI) shares did Gary Strahan sell?

He disposed of 42,775 common shares on 28-Jul-2025.

What was the average sale price reported in the Form 4?

The weighted-average sale price was $0.7778 per share.

How many MSAI shares does Strahan still own after the sale?

He directly owns 3,272,318 shares and indirectly holds 305,079 shares via a trust.

Did the filing report any option exercises or derivative transactions?

No. Table II shows no derivative security activity.

Does Strahan remain a 10% owner of MultiSensor AI?

Yes. His remaining holdings keep him well above the 10 % ownership threshold.