MultiSensor AI Holdings, Inc.

MultiSensor AI Holdings, Inc._July 16, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2026

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

incorporation)

Identification No.)

Delaware

(State or other jurisdiction of
incorporation)

001-40916

(Commission File Number)

86-3938682

(I.R.S. Employer
Identification No.)

24 Greenway Plaza Suite 1800

Houston, Texas 77046

(Address of principal executive offices) (Zip Code)

(866) 861-0788

(Registrant’s telephone number, including area code)

Not Applicable

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

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:

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

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

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

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

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


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

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).

Emerging growth company ☒

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. ☒

Item 3.02Unregistered Sales of Equity Securities.

The information contained in Item 5.02 of this Current Report on Form 8-K pertaining to the grants under the heading “RSU and PSU Grants to Asim Akram and Robert Nadolny” is incorporated by reference herein.

Pursuant to the policy for director compensation of MultiSensor AI Holdings, Inc. (the “Company”), the Company granted 3,738 restricted stock units subject to time-based vesting conditions (“RSUs”) to Daniel M. Friedberg and 1,869 RSUs to each of Margaret Chu, Stuart V. Flavin III, David Gow and Petros Kitsos, on June 30, 2026, for each director’s board and committee service during the second quarter of 2026, which all immediately vested into shares of the Company’s common stock, par value $0.0001 per share, on a one-for-one basis totaling 11,214 shares.

The offers, sales, and issuances of the securities pursuant to the grants were made in reliance upon the exemption from registration under Rule 506 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and/or under Section 4(a)(2) of the Securities Act.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

RSU and PSU Grants to Asim Akram and Robert Nadolny

Effective July 16, 2026, the Board of Directors (the “Board”) of the Company approved grants of RSUs and restricted stock units subject to performance-based vesting conditions (“PSUs”) to Asim Akram, the Company’s Chief Executive Officer and President, and Robert Nadolny, the Company’s Chief Financial Officer and Secretary. Pursuant to the grant to Mr. Akram, Mr. Akram received 20,841 RSUs and 83,364 PSUs at target. Pursuant to the grant to Mr. Nadolny, Mr. Nadolny received 17,935 RSUs and 23,774 PSUs at target. Pursuant to Mr. Akram and Mr. Nadolny’s respective employment agreements, each of Mr. Akram and Mr. Nadolny is entitled to an additional grant of RSUs and PSUs in January 2027.

The first tranche of RSUs granted will vest, if at all, in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030. The first tranche of PSUs granted is subject to revenue achievement levels by the Company for the year ending December 31, 2029, which were set by the Board, for a performance period beginning on January 1, 2026 and ending on December 31, 2029. The PSUs vest, if at all, after the end of the performance period. The payout percentages are interpolated for performance between threshold and target as set forth below.

Performance Level	Revenue Target ($M)	Planned Payout Percentage
Threshold (70% of Target)	$31.5	50%
Target (100% of Target)	$45.0	100%

To the extent the Company’s revenue exceeds the target performance level, the Board shall consider additional compensation to be payable in such form and in such amounts, if any, as the Board may determine to be appropriate at that time.

Effective July 16, 2026, the Board also finalized the grants of 17,440 PSUs at target to Mr. Akram and 5,000 PSUs at target to Mr. Nadolny for the 2025 tranche that Mr. Akram and Mr. Nadolny were each entitled to pursuant to each of their respective employment agreements, as previously disclosed. The Board determined that the performance metric and levels for this first half of the PSUs granted pursuant to Mr. Akram and Mr. Nadolny’s employment agreements are the same as the performance metric and levels disclosed above.

Each of the foregoing grants was made pursuant to the Company’s form of RSU Award Agreement and form of PSU Award Agreement pursuant to the Company’s 2023 Incentive Award Plan (the “Plan”), copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report and are incorporated by reference herein.

RSU Agreement Amendments for Asim Akram and Robert Nadolny

Effective July 16, 2026, the RSU Award Agreement, dated June 23, 2025, by and between the Company and Mr. Akram, was amended to provide that in the event of a Change in Control (as defined in the Plan), the outstanding RSUs issued under such RSU Award Agreement do not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity assumes, continues, or substitutes the RSUs with an award of substantially equivalent value, the RSUs will remain outstanding and continue to vest in accordance with the original vesting schedule. Notwithstanding the foregoing, if, within 24 months following a Change in Control, Mr. Akram’s employment is terminated by the Company or its successor without Cause (as defined in the Akram Employment Agreement, as defined below) or by Mr. Akram for Good Reason (as defined in the Akram Employment Agreement), then any outstanding and unvested portion of the RSUs shall immediately become fully vested. If the surviving or acquiring entity does not assume, continue or substitute the RSUs in connection with the Change in Control, then the RSUs shall become fully vested immediately prior to the consummation of the Change in Control.

In addition, effective July 16, 2026, the RSU Award Agreement, dated September 30, 2025, by and between the Company and Mr. Nadolny, was amended to provide that in the event of a Change in Control (as defined in the Plan), the outstanding RSUs issued under such RSU Award Agreement do not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity assumes, continues, or substitutes the RSUs with an award of substantially equivalent value, the RSUs will remain outstanding and continue to vest in accordance with the original vesting schedule. Notwithstanding the foregoing, if, within 24 months following a Change in Control, Mr. Nadolny’s employment is terminated by the Company or its successor without Cause (as defined in the Nadolny Employment Agreement, as defined below) or by Mr. Nadolny for Good Reason (as defined in the Nadolny Employment Agreement), then any outstanding and unvested portion of the RSUs shall immediately become fully vested. If the surviving or acquiring entity does not assume, continue or substitute the RSUs in connection with the Change in Control, then the RSUs shall become fully vested immediately prior to the consummation of the Change in Control.

Amendment to Employment Agreement of Asim Akram

Effective July 16, 2026, the Company and Mr. Akram entered into that certain First Amendment to Employment Agreement (the “Akram Amendment”), which amended that certain Employment Agreement, effective June 23, 2025, by and between Mr. Akram and the Company (the “Akram Employment Agreement”).

The Akram Amendment amended the Akram Employment Agreement to provide that in the event of a Change in Control (as defined in the Plan), all outstanding equity awards granted to Mr. Akram under the Plan will not automatically vest solely as a result of a Change in Control. If the surviving or acquiring entity assumes, continues, or substitutes Mr. Akram’s equity awards with awards of substantially equivalent value, such equity awards will remain outstanding and continue to vest in accordance with their original vesting schedules. Notwithstanding the foregoing, if, within 24 months following a Change in Control, Mr. Akram’s employment is terminated by the Company or its successor without Cause (as defined in the Akram Employment Agreement) or by Mr. Akram for Good Reason (as defined in the Akram Amendment), then any outstanding and unvested portion of Mr. Akram’s equity awards will immediately become fully vested, and in the case of stock options or stock appreciation rights, become fully exercisable. If the surviving or acquiring entity does not assume, continue or substitute Mr. Akram’s equity awards in connection with a Change in Control, Mr. Akram’s equity awards shall become fully vested immediately prior to the consummation of the Change in Control.

The foregoing description of the Akram Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Akram Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated by reference herein.

Amendment to Employment Agreement of Robert Nadolny

Effective July 16, 2026, the Company and Mr. Nadolny entered into that certain Second Amendment to Amended and Restated Employment Agreement (the “Nadolny Amendment”), which amended that certain Amended and Restated Employment Agreement, effective February 5, 2025, by and between Mr. Nadolny and the Company, as amended (the “Nadolny Employment Agreement”).

The Nadolny Amendment amended the Nadolny Employment Agreement to provide that in the event of a Change in Control (as defined in the Plan), all outstanding equity awards granted to Mr. Nadolny under the Plan will not automatically vest solely as a result of a Change in Control. If the surviving or acquiring entity assumes, continues, or substitutes Mr. Nadolny’s equity awards with awards of substantially equivalent value, such equity awards will remain outstanding and continue to vest in accordance with their original vesting schedules. Notwithstanding the foregoing, if, within 24 months following a Change in Control, Mr. Nadolny’s employment is terminated by the Company or its successor without Cause (as defined in the Nadolny Employment Agreement) or by Mr. Nadolny for Good Reason (as defined in the Nadolny Employment Agreement), then any outstanding and unvested portion of Mr. Nadolny’s equity awards will immediately become fully vested, and in the case of stock options or stock appreciation rights, become fully exercisable. If the surviving or acquiring entity does not assume, continue or substitute Mr. Nadolny’s equity awards in connection with a Change in Control, Mr. Nadolny’s equity awards shall become fully vested immediately prior to the consummation of the Change in Control.

The foregoing description of the Nadolny Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Nadolny Amendment, a copy of which is filed as Exhibit 10.4 to this Current Report and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Form of Restricted Stock Unit Grant Notice and Award Agreement (Akram and Nadolny – 2023 Incentive Award Plan).
10.2		Form of Performance Stock Unit Grant Notice and Award Agreement (Akram and Nadolny – 2023 Incentive Award Plan).
10.3		First Amendment to Employment Agreement, dated July 16, 2026, by and between MultiSensor AI Holdings, Inc. and Asim Akram.
10.4		Second Amendment to Amended and Restated Employment Agreement, dated July 16, 2026, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: July 20, 2026	By:	/s/ Robert Nadolny
	Name:	Robert Nadolny
	Title:	Chief Financial Officer and Corporate Secretary

Exhibit 10.1

MULTISENSOR AI HOLDINGS, INC.

2023 INCENTIVE AWARD PLAN

RESTRICTED STOCK Unit Grant Notice

MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the MultiSensor AI Holdings, Inc. 2023 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.


Participant:
Grant Date:	______, 20__
Number of RSUs:
Vesting Commencement Date:	______, 20__
Vesting Schedule:	25% of the RSUs shall vest on each of ______, 20__, ______, 20__, ______, 20__, and ______, 20__, subject to Participant remaining in the continuous employment of the Company through the applicable vesting date. Notwithstanding the foregoing, in the event of a Change in Control, the RSUs granted pursuant to this Agreement (the “Award”) shall not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity in such Change in Control assumes, continues, or substitutes the Award with an award of substantially equivalent value, the Award shall remain outstanding and continue to vest in accordance with its original vesting schedule. Notwithstanding the foregoing, if, within 24 months following such Change in Control, the Participant’s employment is terminated by the Company or its successor without Cause (as defined in the Employment Agreement (defined below)) or by the Participant for Good Reason ([as defined in the Employment Agreement¹ / as defined below²]), then any outstanding and unvested portion of the Award shall immediately become fully vested. If the surviving or acquiring entity does not assume, continue, or substitute the Award in connection with such Change in Control, then the Award shall become fully vested immediately prior to the consummation of

¹ Nadolny.

² Akram.

³ Nadolny.

⁴ Akram.

⁵ Akram only.

the Change in Control. “Employment Agreement” means that certain Amended and Restated Employment Agreement, [effective February 5, 2025³ / June 23, 2025⁴], by and between the Company and the Participant. [For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Participant’s prior written consent: (A) a material diminution in the Participant’s duties, title, or authority; (B) a material breach by the Company of a material provision of the Employment Agreement; or (C) the Company requiring the Participant to relocate his primary work location to a location more than 50 miles from his then current work location; provided that, in each case, the Company shall have been given written notice from the Participant describing in reasonable detail the occurrence of the event or circumstance for which the Participant believes the Participant may resign for Good Reason within 21 days of the first occurrence thereof, the Company shall not have cured such event or circumstance within 30 days after the Company’s receipt of such notice, and the Participant terminates employment within 10 days after the end of the Company’s 30 day cure period.]⁵

By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

MULTISENSOR AI HOLDINGS, INC.		PARTICIPANT
By:
Name:		Name:
Title:

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.

general

1.1Award of RSUs . The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.

1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II.
VESTING; forfeiture AND SETTLEMENT

2.1Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service).

2.2Settlement.

(a)The RSUs will, to the extent vested, be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than March 15 of the year following the year in which the RSU’s vesting date occurs.

(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

Article III.
TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this award of RSUs (the “Award”) and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2Tax Withholding.

(a)Subject to Section 3.2(b), and except as otherwise determined by the Administrator, the Company shall withhold, or cause to be withheld, Shares otherwise vesting or issuable under this Award in satisfaction of any applicable withholding tax obligations (a “Net Settlement”).

(b)Subject to Section 9.5 of the Plan, the number of Shares which may be so withheld or surrendered pursuant to the Net Settlement shall be limited to the number of Shares which have a fair market value on the date of withholding equal to the Participant’s Applicable Withholding Rate. Participant’s “Applicable Withholding Rate” shall mean the minimum applicable statutory tax withholding rate or such other higher rate approved by the Company; provided, however, that (x) in no event shall Participant’s Applicable Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America); and (y) the number of Shares tendered or withheld, if applicable, shall be rounded up to the nearest whole Share sufficient to cover the applicable tax withholding obligation, to the extent rounding up to the nearest whole Share does not result in the liability classification of the RSUs under generally accepted accounting principles.

(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.

Article IV.
other provisions

4.1Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and/or termination in certain events as provided in this Agreement and the Plan.

4.2Clawback. Notwithstanding Section 10.13 of the Plan, the Award and the Shares issuable hereunder shall be subject to any Company clawback or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

4.3Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s General Counsel at the Company’s principal office or the General Counsel’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly

maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.4Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.5Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.6Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.7Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.8Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall materially and adversely affect the RSUs without the prior written consent of Participant.

4.9Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.10Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.

4.11Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.12Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

Exhibit 10.2

MULTISENSOR AI HOLDINGS, INC.

2023 INCENTIVE AWARD PLAN

Performance STOCK Unit Grant Notice

MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Stock Units (the “PSUs”) described in this Performance Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the MultiSensor AI Holdings, Inc. 2023 Incentive Award Plan (as amended from time to time, the “Plan”) and the Performance Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Participant:
Grant Date:	______, 20__
Number of Target PSUs:
Vesting Commencement Date:	______, 20__
Vesting Schedule:	The number of PSUs that shall vest pursuant to this Agreement is based upon the achievement of the following performance goals at the end of the four-year performance period commencing on ______, 20__and ending on ______, 20__ (the “Performance Period”): (i) If the Company’s revenue for the final fiscal year of the Performance Period equals or exceeds $_______, 50% of the Target PSUs shall become vested PSUs at the end of the Performance Period. (ii) If the Company’s revenue for the final fiscal year of the Performance Period equals or exceeds $_______, the remaining 50% of the Target PSUs shall become vested PSUs at the end of the Performance Period. The number of PSUs that become vested pursuant to this Agreement shall be determined in the sole discretion of the Administrator and shall be determined using linear interpolation between achievement of the applicable performance goals, as determined in the Administrator’s discretion. Notwithstanding the foregoing, in the event of a Change in Control, the Target PSUs granted pursuant to this Agreement (the “Award”) shall not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity in such Change in Control assumes, continues, or substitutes the

¹ Nadolny.

² Akram.

³ Nadolny.

⁴ Akram.

⁵ Akram only.

Award with an award of substantially equivalent value, the Award shall remain outstanding and continue to vest in accordance with its original vesting schedule and performance goals. Notwithstanding the foregoing, if, within 24 months following such Change in Control, the Participant’s employment is terminated by the Company or its successor without Cause (as defined in the Employment Agreement (defined below)) or by the Participant for Good Reason ([as defined in the Employment Agreement¹ / as defined below²]), then any outstanding and unvested portion of the Award shall immediately become fully vested. If the surviving or acquiring entity does not assume, continue, or substitute the Award in connection with such Change in Control, then the Award shall become fully vested immediately prior to the consummation of the Change in Control. “Employment Agreement” means that certain Amended and Restated Employment Agreement, [effective February 5, 2025³ / June 23, 2025⁴], by and between the Company and the Participant. [For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Participant’s prior written consent: (A) a material diminution in the Participant’s duties, title, or authority; (B) a material breach by the Company of a material provision of the Employment Agreement; or (C) the Company requiring the Participant to relocate his primary work location to a location more than 50 miles from his then current work location; provided that, in each case, the Company shall have been given written notice from the Participant describing in reasonable detail the occurrence of the event or circumstance for which the Participant believes the Participant may resign for Good Reason within 21 days of the first occurrence thereof, the Company shall not have cured such event or circumstance within 30 days after the Company’s receipt of such notice, and the Participant terminates employment within 10 days after the end of the Company’s 30 day cure period.]⁵

By accepting (whether in writing, electronically or otherwise) the PSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

MULTISENSOR AI HOLDINGS, INC.		PARTICIPANT
By:

Name:		Name:
Title:	___________________________

PERFORMANCE STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Performance Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
general

1.1Award of PSUs. The Company has granted the PSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the PSUs have vested.

1.2Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II.
VESTING; forfeiture AND SETTLEMENT

2.1Vesting; Forfeiture. The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason or that the applicable performance goal is not met by the end of the 2029 fiscal year, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service).

2.2Settlement.

(a)The PSUs will, to the extent vested, be paid as soon as administratively practicable in the 2030 calendar year following the Company’s finalization of the annual audited financials for the final fiscal year of the Performance Period .

Article III.
TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this award of PSUs (the “Award”) and the

transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2Tax Withholding.

(b)Subject to Section 9.5 of the Plan, the number of Shares which may be so withheld or surrendered pursuant to the Net Settlement shall be limited to the number of Shares which have a fair market value on the date of withholding equal to the Participant’s Applicable Withholding Rate. Participant’s “Applicable Withholding Rate” shall mean the minimum applicable statutory tax withholding rate or such other higher rate approved by the Company; provided, however, that (x) in no event shall Participant’s Applicable Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America); and (y) the number of Shares tendered or withheld, if applicable, shall be rounded up to the nearest whole Share sufficient to cover the applicable tax withholding obligation, to the extent rounding up to the nearest whole Share does not result in the liability classification of the PSUs under generally accepted accounting principles.

(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax liability.

Article IV.
other provisions

4.1Adjustments. Participant acknowledges that the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and/or termination in certain events as provided in this Agreement and the Plan.

(return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.4Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.7Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.8Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall materially and adversely affect the PSUs without the prior written consent of Participant.

4.10Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.

whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

* * * * *

Exhibit 10.3

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment (“Amendment”) to that certain Employment Agreement, effective June 23, 2025 (the “Agreement”), by and between Asim Akram (the “Executive”) and MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), shall be effective as of the date it is fully executed by the parties hereto (the “Effective Date”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Company and the Executive desire to amend the Agreement to provide for accelerated vesting of the Executive’s outstanding equity awards in the event of a Change in Control of the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement, the parties hereto agree as follows:

1. Amendment to Equity Award Treatment. Section 3(c) of the Agreement is hereby amended by adding the following new subsections at the end thereof:

(i) Change in Control Vesting. In the event of a Change in Control (as defined in the Plan), all outstanding equity awards granted to the Executive under the Plan, including the RSU Award and the PSU Award (collectively, the “Awards”), shall not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity assumes, continues, or substitutes the Awards with awards of substantially equivalent value, the Awards shall remain outstanding and continue to vest in accordance with their original vesting schedules. Notwithstanding the foregoing, if, within 24 months following a Change in Control, the Executive’s employment is terminated by the Company or its successor without Cause (as defined below) or by the Executive for Good Reason, then any outstanding and unvested portion of the Awards shall immediately become fully vested and, in the case of stock options or stock appreciation rights, become fully exercisable. If the surviving or acquiring entity does not assume, continue, or substitute the Awards in connection with the Change in Control, then the Awards shall become fully vested immediately prior to the consummation of the Change in Control.

(ii) For purposes of the Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Executive’s prior written consent: (A) a material diminution in the Executive’s duties, title, or authority; (B) a material breach by the Company of a material provision of this Agreement; or (C) the Company requiring the Executive to relocate his primary work location to a location more than 50 miles from his then current work location; provided that, in each case, the Company shall have been given written notice from the Executive describing in reasonable detail the occurrence of the event or circumstance for which the Executive believes the Executive may resign for Good Reason within 21 days of the first occurrence thereof, the Company shall not have cured such event or circumstance within 30 days after the Company’s receipt of such notice and the Executive terminates employment within 10 days after the end of the Company’s 30 day cure period.

2. Effect on Agreement. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain unchanged and in full force and effect. This Amendment may only be amended or modified by a written agreement signed by the parties hereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.

The Company:The Executive:

MultiSensor AI Holdings, Inc.Asim Akram

By: /s/ Trip Flavin

Name:Trip FlavinSignature: /s/ Asim Akram___________

Title: Director and Compensation Committee ChairDate: July 16, 2026

Date: July 16, 2026

Signature Page to First Amendment to

Employment Agreement

Exhibit 10.4

SECOND AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Second Amendment (“Amendment”) to that certain Amended and Restated Employment Agreement, effective February 5, 2025 (the “Agreement”), by and between Robert Nadolny (the “Executive”) and MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), shall be effective as of the date it is fully executed by the parties hereto (the “Effective Date”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

WHEREAS the Company and the Executive desire to amend the Agreement to provide for accelerated vesting of the Executive’s outstanding equity awards in the event of a Change in Control of the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement, the parties hereto agree as follows:

1. Amendment to Equity Award Treatment. Section 3(f) of the Agreement is hereby amended by adding the following new subsection at the end thereof:

(i) Change in Control Vesting. In the event of a Change in Control (as defined in the Plan), all outstanding equity awards granted to the Executive under the Plan, including the RSU Award and the PSU Award (collectively, the “Awards”), shall not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity assumes, continues, or substitutes the Awards with awards of substantially equivalent value, the Awards shall remain outstanding and continue to vest in accordance with their original vesting schedules. Notwithstanding the foregoing, if, within 24 months following a Change in Control, the Executive’s employment is terminated by the Company or its successor without Cause (as defined below) or by the Executive for Good Reason (as defined below), then any outstanding and unvested portion of the Awards shall immediately become fully vested and, in the case of stock options or stock appreciation rights, become fully exercisable. If the surviving or acquiring entity does not assume, continue, or substitute the Awards in connection with the Change in Control, then the Awards shall become fully vested immediately prior to the consummation of the Change in Control.

2. Amendment to Form of RSU Award Agreement. The Restricted Stock Unit Award Agreement and Grant Notice attached as Exhibit A to the Agreement (the “RSU Award Agreement”) is hereby amended by adding the following provision to the Vesting Schedule section of the Grant Notice:

Notwithstanding anything in this Agreement or the Plan to the contrary, in the event of a Change in Control, the RSUs granted pursuant to this Agreement (the “Award”) shall not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity in such Change in Control assumes, continues, or substitutes the Award with an award of substantially equivalent value, the Award shall remain outstanding and continue to vest in accordance with its original vesting schedule. Notwithstanding the foregoing, if, within 24 months following such Change in Control, the Participant’s employment is terminated by the Company or its successor without Cause (as defined in the Amended and Restated Employment Agreement between the Participant and the Company, effective February 5, 2025, as amended (the “Employment Agreement”)) or by the Participant for Good Reason (as defined in the Employment Agreement), then any

outstanding and unvested portion of the Award shall immediately become fully vested. If the surviving or acquiring entity does not assume, continue, or substitute the Award in connection with such Change in Control, then the Award shall become fully vested immediately prior to the consummation of the Change in Control.

3. Amendment to Form of PSU Award Agreement. The Performance Stock Unit Award Agreement and Grant Notice attached as Exhibit B to the Agreement (the “PSU Award Agreement”) is hereby amended by adding the following provision to the end of the Vesting Schedule section of the Grant Notice:

Notwithstanding anything in this Award Agreement or the Plan to the contrary, in the event of a Change in Control, the PSUs granted pursuant to this Agreement (the “Award”) shall not automatically vest solely as a result of the Change in Control. If the surviving or acquiring entity in such Change in Control assumes, continues, or substitutes the Award with an award of substantially equivalent value, the Award shall remain outstanding and continue to vest in accordance with its original vesting schedule. Notwithstanding the foregoing, if, within 24 months following such Change in Control, the Participant’s employment is terminated by the Company or its successor without Cause (as defined in the Employment Agreement) or by the Participant for Good Reason (as defined in the Employment Agreement), then any outstanding and unvested portion of the Award shall immediately become fully vested. If the surviving or acquiring entity does not assume, continue, or substitute the Award in connection with such Change in Control, then the Award shall become fully vested immediately prior to the consummation of the Change in Control.

4. Effect on Agreement. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain unchanged and in full force and effect. This Amendment may only be amended or modified by a written agreement signed by the parties hereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.

The Company:The Executive:

MultiSensor AI Holdings, Inc.Robert Nadolny

By: /s/ Trip Flavin

Name:Trip FlavinSignature: /s/ Robert Nadolny_________

Title: Director and Compensation Committee Chair Date: July 16, 2026

Date: July 16, 2026

Signature Page to Second Amendment to

Amended and Restated Employment Agreement