8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest eventreported): September 26, 2025

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware<br><br> <br>(State or other jurisdiction ofincorporation)	001-40916<br><br> <br>(Commission File Number)	86-3938682<br><br> <br>(I.R.S. Employer Identification No.)

2105 West Cardinal Drive

Beaumont, Texas### 77705

(Address of principal executive offices, includingzip code)

(866) 861-0788

(Registrant’s telephone number, includingarea code)

Not Applicable

(Former name or former address, if changedsince 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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 x

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

Effective as of September 26, 2025, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and Robert Nadolny, the Company’s Chief Financial Officer, entered into that certain PSU Cancellation and Release Agreement (the “Cancellation Agreement”), whereby the Company agreed to cancel an award of 48,076 performance stock units (“PSUs”) previously granted to Mr. Nadolny on February 5, 2025. On September 29, 2025, the Company and Mr. Nadolny entered into an amendment (the “Amendment”) to that certain Amended and Restated Employment Agreement, dated February 5, 2025, by and between the Company and Mr. Nadolny (the “Nadolny Employment Agreement”), pursuant to which the Company agreed to grant Mr. Nadolny an award of 100,000 restricted stock units (“RSUs” and such award, the “RSU Award”) and an award of 400,000 PSUs (the “PSU Award”), in each case, under the MultiSensor AI Holdings, Inc. 2023 Incentive Award Plan.

Pursuant to the Amendment, the number of RSUs underlying the RSU Award will be divided equally between a September 2025 grant and a January 2027 grant, and will vest over a four-year period in four substantially equal installments that commence on January 1, 2026 with respect to the September 2025 grant and January 1, 2027 with respect to the January 2027 grant. The number of PSUs underlying the PSU Award will be divided equally between a September 2025 grant and a January 2027 grant, and will vest upon the attainment of certain pre-established performance goals over a performance period as determined by the Company in its sole discretion. Except as provided herein, all other terms and conditions of the Nadolny Employment Agreement are substantially the same.

The foregoing descriptions of the Cancellation Agreement and the Amendment are qualified in their entirety by reference to the full text of such agreements, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1*	PSU Cancellation and Release Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated September 26, 2025.
10.2*	First Amendment to Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated September 29, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish to the Securities and Exchange Commission supplemental copies of any of the omitted exhibits or schedules upon request.

SIGNATURE

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: October 1, 2025	By:	/s/ Robert Nadolny
	Name:	Robert Nadolny
	Title:	Chief Financial Officer and Secretary

Exhibit 10.1

PSU CANCELLATION AND RELEASE AGREEMENT

This PSU CANCELLATIONAND RELEASE AGREEMENT (this “Agreement”) is entered into by and between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and Robert Nadolny (the “Participant”), effective as of September 26, 2025 (the “Effective Date”).

WHEREAS, the Company, for the benefit of its key employees, key consultants, and outside directors, sponsors the MultiSensor AI Holdings, Inc. 2023 Incentive Award Plan (the “Plan”);

WHEREAS, pursuant to a Performance Stock Unit Agreement and Grant Notice, dated February 5, 2025 (the “Award Agreement”), the Company granted to the Participant, pursuant to the Plan, an award of performance stock units convertible into 48,076 shares of the Company’s common stock (“Common Stock”) (the “Award”); and

WHEREAS, effective as of the Effective Date and in exchange for the Replacement Awards (defined below), the Company and the Participant desire to cancel the entire Award as it relates to all 48,076 shares of Common Stock, so that on and after the Effective Date, the entire Award and the Award Agreement shall be cancelled and of no further force or effect.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

CANCELLATION OF AWARD

1.1           Cancellation of Award. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Award granted thereunder shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and neither the Company nor the Participant shall have any further rights or obligations with respect to the Award, the Award Agreement, or with respect to any Common Stock of the Company that could have been received upon vesting and conversion of the Award under the Award Agreement.

1.2           Replacement Awards. In exchange for the Participant’s agreement to cancel the Award, the Award Agreement, and any other rights, obligations, or liabilities of the Company thereunder, and the release of claims set forth in Section 1.3 below, the Company hereby agrees to grant the Participant the restricted stock units and performance stock units as set forth in the First Amendment to Amended and Restated Employment Agreement, in substantially the same form as attached hereto as Exhibit A (the “Amended EmploymentAgreement”), subject to the terms and conditions of the Plan and a Restricted Stock Unit Agreement and Grant Notice or Performance Stock Unit Agreement and Grant Notice, as applicable (collectively, the “Replacement Awards”).

1.3           Release.

(a)             Effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby unconditionally and irrevocably compromise, settle, remise, acquit, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, choses in action, obligations, remedies, suits, damages, and liabilities in connection with any rights to acquire securities of the Company pursuant to the Award or the Award Agreement, and the Common Stock of the Company convertible thereunder (collectively, the “Releaser’sClaims”), whether now known or unknown, suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof; provided, however, that this Section 1.3(a) shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement.

(b)            The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

1.4           Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

1.5           Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award; (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby; and (c) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into this Agreement voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

MISCELLANEOUS

2.1           Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

2.2           Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

2.3           Execution. This Agreement may be executed in two or more counterparts (including facsimile or portable document (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

2.4           Entire Agreement. This Agreement, together with the Amended Employment Agreement, contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement and supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement.

2.5           Law Governing. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its principles of conflict of laws.

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2.6           Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

[Remainder of page intentionallyleft blank.

Signature Page to Follow.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his or her consent and approval of all the terms hereof, has duly executed this Agreement as of the date first written above.

THE COMPANY:
MultiSensor AI Holdings, Inc.
By:	/s/ Asim Akram
Name:	Asim Akram
Title:	President and CEO
THE PARTICIPANT:
/s/ Robert Nadolny
Signature
Name:	Robert Nadolny

Signature Page to

PSU Cancellation and Release Agreement

Exhibit 10.2

FIRST AMENDMENT TO Amendedand Restated EMPLOYMENT AGREEMENT

This First 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. (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 modify the Executive’s equity awards to align his compensation with that of the Company’s Chief Executive Officer.

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

1.	Section 3(d) of the Agreement is amended and replaced in its entirety with the following:

(d)            Equity Grant. Under the MultiSensor AI Holdings, Inc. 2023 Incentive Award Plan (the “Plan”), the Company will grant the Executive a restricted stock unit award (the “RSU Award”) and a performance stock unit award (the “PSU Award”). The number of restricted stock units (“RSUs”) underlying the RSU Award will total 100,000 RSUs divided equally between a September 2025 grant and a January 2027 grant. Each RSU Award will vest over a four-year period in four substantially equal installments that commence on January 1, 2026 for the September 2025 grant and January 1, 2027 for the January 2027 grant. The number of performance stock units underlying the PSU Award shall be equal to 400,000 PSUs divided equally between a September 2025 grant and a January 2027 Grant. Each PSU Award will vest upon the attainment of certain preestablished performance goals as determined by the Company in its sole discretion. All of the awards will be subject to the terms and conditions of the Plan and of a (i) Restricted Stock Unit Agreement and Grant Notice or (ii) Performance Stock Unit Agreement and Grant Notice, as applicable, each substantially similar in form and substance to the award agreements and grant notices attached hereto as Exhibit A and Exhibit B, respectively.

2.	Exhibit A of the Agreement is amended and replaced in its entirety with the Restricted Stock<br>Unit Agreement and Grant Notice attached to this Amendment as Exhibit A.
3.	Exhibit B of the Agreement is amended and replaced in its entirety with the Performance Stock<br>Unit Agreement and Grant Notice attached to this Amendment as Exhibit B.
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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.

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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/ Asim Akram
Name:	Asim Akram	Signature:	/s/ Robert Nadolny
Title:	President and CEO	Date:	September 29, 2025
Date:	September 29, 2025

Signature Page to

First Amendment to Amended and Restated Employment Agreement