[SCHEDULE 13D/A] MultiSensor AI Holdings, Inc. Warrant SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D: Beneficial owner Gary Eugene Strahan now reports owning 3,315,093 shares of MultiSensor AI Holdings, Inc. (MSAI) common stock, representing 9.9 % of the 33,436,250 shares outstanding as of 8 May 2025.

Recent activity: During the past 60 days Strahan disposed of roughly 2.7 million shares—291,587 shares were sold on the open market at weighted-average prices between $0.55 and $0.82, and 2,409,258 shares were transferred as a gift on 21 Jul 2025. Following these transactions he retains sole voting and dispositive power over all remaining shares; no shared ownership is reported.

Implications: The reduction lowers his stake just below the 10 % threshold that can trigger additional SEC obligations, yet Strahan remains a significant shareholder with potential influence over corporate actions. The filing lists no new agreements, plans or legal proceedings.

Positive

• Reporting person retains 3.3 M shares (9.9 %), indicating continued commitment and influence over corporate decisions.
• No adverse legal or regulatory issues disclosed; reporting person maintains clean compliance record.

Negative

• Approximately 2.7 M shares disposed within 60 days, including 291.6 K market sales at $0.55-$0.82—potential bearish signal.
• Stake trimmed below 10 %, marginally reducing alignment with minority shareholders and possibly increasing float.

Insights

Equity Analyst

TL;DR: Large insider disposal—stake cut to 9.9 %, signalling potential bearish sentiment, albeit holder still significant.

Strahan’s cumulative sale and gift of ~2.7 M shares (≈8 % of the company) in two months materially lowers his exposure while keeping it just under the 10 % Section 16 threshold. Open-market sales occurred at sub-$1 prices, suggesting limited confidence in near-term upside or liquidity needs. Although he retains 3.3 M shares, the selling pressure and psychological impact of an influential holder exiting could weigh on sentiment and near-term trading volumes.

Corporate Governance Specialist

TL;DR: Ownership now below critical reporting line; governance obligations reduced, influence retained.

By moving to 9.9 %, Strahan avoids Section 16 insider status, reducing reporting/compliance costs while still wielding sizeable voting power. The large gift may reflect estate or philanthropic planning rather than pure divestiture. No group activity, agreements, or litigation were disclosed, so governance risk remains unchanged. Impact is moderate: less regulatory oversight on the holder, but no direct operational effect on the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

MultiSensor AI Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

456948108

(CUSIP Number)

Gary Eugene Strahan
603 Wade Street,
Beaumont, TX, 77056
(615) 252-3585

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/21/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 456948108

1

Name of reporting person

Strahan Gary Eugene

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,315,093.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,315,093.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,315,093.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: MultiSensor AI Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2105 West Cardinal Drive, Beaumont, TEXAS , 77705.
Item 1 Comment: This Amendment No. 2 amends and supplements the Schedule 13D (the "Schedule 13D") filed by Mr. Gary Eugene Strahan (the "Reporting Person"), relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of MultiSensor AI Holdings, Inc., a Delaware corporation ("the Issuer"), whose principal executive office is located at 2105 West Cardinal Drive, Beaumont, TX 77705.
Item 2.	Identity and Background
(a)	This Amendment No. 2 to Schedule 13D is being filed by Gary Eugene Strahan (the "Reporting Person"), a citizen of the United States. The business address of the Reporting Person is 603 Wade Street, Beaumont, TX 77056. Mr. Strahan provides educational opportunities through his organization, the Infrared Training Institute. During the last five years, the Reporting Person has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5.	Interest in Securities of the Issuer
(a)	(a) - (b) Amount beneficially owned: 3,315,093 Percent of Class: 9.9% Number of shares the Reporting Person has: o Sole power to vote or direct the vote: 3,315,093 o Shared power to vote: 0 o Sole power to dispose or direct the disposition of: 3,315,093 o Shared power to dispose or direct the disposition of: 0 The share amounts reported herein consist of 3,315,093 shares of Common Stock held of record by the Reporting Person. The above percentage is based on 33,436,250 shares of Common Stock outstanding as of May 8, 2025, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
(c)	During the past 60 days, the Reporting Person has effected the following transactions with respect to the Common Stock: Date Shares Type Price Ownership 6/3/2025 1,868 Sale $0.82 Direct 6/3/2025 1,132 Sale $0.80 Direct 6/4/2025 3,500 Sale $0.80 Direct 6/9/2025 20,000 Sale $0.7178(1) Direct 6/10/2025 7,000 Sale $0.7203(2) Direct 6/12/2025 8,350 Sale $0.7418 Direct 6/20/2025 21,470 Sale $0.6629(3) Direct 6/23/2025 76,711 Sale $0.5514(4) Direct 7/7/2025 26,969 Sale $0.6666(5) Direct 7/17/2025 363 Sale $0.8065 Direct 7/18/2025 34,959 Sale $0.7488(6) Direct 7/21/2025 89,265 Sale $0.7512 Direct 7/21/2025 2,409,258 Gift $0.00 Direct (1) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.7051 to $0.7353. (2) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.7189 to $0.7209. (3) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.65 to $0.6950. (4) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.5326 to $0.6014. (5) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0. 6566 to $0.70. The reporting person undertakes to provide to 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 the footnotes above.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Strahan Gary Eugene

Signature:	/s/ Gary Eugene Strahan
Name/Title:	Gary Eugene Strahan
Date:	08/01/2025

FAQ

How many MSAI shares does Gary Eugene Strahan currently own?

He reports beneficial ownership of 3,315,093 shares, equal to 9.9 % of the outstanding common stock.

What recent transactions has Strahan executed with MSAI stock?

In the past 60 days he sold 291,587 shares on the open market and gifted 2,409,258 shares on 21 Jul 2025.

At what prices were the recent MSAI sales made?

Weighted-average sale prices ranged from $0.55 to $0.82 per share, depending on the trade date.

Why is the 9.9 % ownership level significant?

Staying below 10 % avoids Section 16 insider status, reducing reporting and short-swing profit liability.

Does the filing mention any new agreements or legal actions?

No. The amendment states that no additional agreements, plans, or legal proceedings are associated with the ownership change.