MSAI · MultiSensor AI Holdings, Inc.

On July 16, 2026, the reporting person was granted 17,935 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs will vest in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030.

The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

On July 16, 2026, the reporting person was granted 20,841 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs will vest in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030.

The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

On June 30, 2026, the reporting person was granted 1,869 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

On June 30, 2026, the reporting person was granted 1,869 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

On June 30, 2026, the reporting person was granted 1,869 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reflects the Issuer's 1-for-40 reverse stock split, effective April 13, 2026.

Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence.

On June 30, 2026, the reporting person was granted 1,869 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

The number of securities shown has been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-40 basis effected on April 13, 2026.

On March 31, 2026, the reporting person was granted 47,619 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

On March 31, 2026, the reporting person was granted 47,619 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

On March 31, 2026, the reporting person was granted 47,619 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

On March 31, 2026, the reporting person was granted 47,619 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence.

Represents shares withheld to satisfy tax withholding obligations upon the settlement of restricted stock units that vested on January 1, 2026.

On December 31, 2025, the reporting person was granted 24,450 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

On December 31, 2025, the reporting person was granted 48,900 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

On December 31, 2025, the reporting person was granted 24,450 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence.

On December 31, 2025, the reporting person was granted 24,450 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The shares of common stock (the "Shares") and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, following the Issuer obtaining stockholder approval of the Private Placement on December 19, 2025 (the "Stockholder Approval"), (a) 325 Master Fund was issued 2,676,816 Shares and 5,353,632 Warrants, and (b) the SMAs were issued 10,952,650 Shares and 21,905,300 Warrants.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The shares of common stock (the "Shares") and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, following the Issuer obtaining stockholder approval of the Private Placement on December 19, 2025 (the "Stockholder Approval"), (a) 325 Master Fund was issued 2,676,816 Shares and 5,353,632 Warrants, and (b) the SMAs were issued 10,952,650 Shares and 21,905,300 Warrants.

Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The shares of common stock (the "Shares") and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, following the Issuer obtaining stockholder approval of the Private Placement on December 19, 2025 (the "Stockholder Approval"), (a) 325 Master Fund was issued 2,676,816 Shares and 5,353,632 Warrants, and (b) the SMAs were issued 10,952,650 Shares and 21,905,300 Warrants.

The Warrants are exercisable from the date of the Stockholder Approval and expire five years from the date of issuance.

The SPA and the Warrants provide that each Warrant holder's beneficial ownership of shares, including after taking into account the full exercise of such holder's Warrant, shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that a holder's Warrant is not exercisable for shares due to the beneficial ownership of such holder exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares for which the Warrant is exercisable.

Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The shares of common stock (the "Shares") and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, following the Issuer obtaining stockholder approval of the Private Placement on December 19, 2025 (the "Stockholder Approval"), (a) 325 Master Fund was issued 2,676,816 Shares and 5,353,632 Warrants, and (b) the SMAs were issued 10,952,650 Shares and 21,905,300 Warrants.

The Warrants are exercisable from the date of the Stockholder Approval and expire five years from the date of issuance.

The SPA and the Warrants provide that each Warrant holder's beneficial ownership of shares, including after taking into account the full exercise of such holder's Warrant, shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that a holder's Warrant is not exercisable for shares due to the beneficial ownership of such holder exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares for which the Warrant is exercisable.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

The shares of common stock and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, 325 Master Fund and the SMAs agreed to purchase a number of shares equal to 19.99% of the number of shares issued and outstanding immediately prior to the execution of the SPA (the "Initial Shares") and Warrants to purchase up to a number of shares equal to 200% of the Initial Shares at an initial closing (the "Initial Closing"), which is expected to occur in the near future. The remaining shares and Warrants will be issued upon the Issuer's receipt of stockholder approval of the Private Placement (the "Stockholder Approval"). In connection with the Initial Closing, (a) 325 Master Fund will acquire 684,539 Shares and 1,369,078 Warrants, and (b) the SMAs will acquire an aggregate of 2,800,907 Shares and 5,601,814 Warrants.

The Warrants are not exercisable unless and until the Issuer obtains the Stockholder Approval and expire five years from the date of issuance.

The SPA and the Warrants provide that each Warrant holders beneficial ownership of shares, including after taking into account the full exercise of such holder's Warrant, shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that holder's Warrant is not exercisable for shares due to the beneficial ownership of such holder exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares for which the Warrant is exercisable.

Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The shares of common stock and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, 325 Master Fund and the SMAs agreed to purchase a number of shares equal to 19.99% of the number of shares issued and outstanding immediately prior to the execution of the SPA (the "Initial Shares") and Warrants to purchase up to a number of shares equal to 200% of the Initial Shares at an initial closing (the "Initial Closing"), which is expected to occur in the near future. The remaining shares and Warrants will be issued upon the Issuer's receipt of stockholder approval of the Private Placement (the "Stockholder Approval"). In connection with the Initial Closing, (a) 325 Master Fund will acquire 684,539 Shares and 1,369,078 Warrants, and (b) the SMAs will acquire an aggregate of 2,800,907 Shares and 5,601,814 Warrants.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The shares of common stock and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, 325 Master Fund and the SMAs agreed to purchase a number of shares equal to 19.99% of the number of shares issued and outstanding immediately prior to the execution of the SPA (the "Initial Shares") and Warrants to purchase up to a number of shares equal to 200% of the Initial Shares at an initial closing (the "Initial Closing"), which is expected to occur in the near future. The remaining shares and Warrants will be issued upon the Issuer's receipt of stockholder approval of the Private Placement (the "Stockholder Approval"). In connection with the Initial Closing, (a) 325 Master Fund will acquire 684,539 Shares and 1,369,078 Warrants, and (b) the SMAs will acquire an aggregate of 2,800,907 Shares and 5,601,814 Warrants.

Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.

The shares of common stock and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.

Pursuant to the SPA, 325 Master Fund and the SMAs agreed to purchase a number of shares equal to 19.99% of the number of shares issued and outstanding immediately prior to the execution of the SPA (the "Initial Shares") and Warrants to purchase up to a number of shares equal to 200% of the Initial Shares at an initial closing (the "Initial Closing"), which is expected to occur in the near future. The remaining shares and Warrants will be issued upon the Issuer's receipt of stockholder approval of the Private Placement (the "Stockholder Approval"). In connection with the Initial Closing, (a) 325 Master Fund will acquire 684,539 Shares and 1,369,078 Warrants, and (b) the SMAs will acquire an aggregate of 2,800,907 Shares and 5,601,814 Warrants.

The Warrants are not exercisable unless and until the Issuer obtains the Stockholder Approval and expire five years from the date of issuance.

The SPA and the Warrants provide that each Warrant holders beneficial ownership of shares, including after taking into account the full exercise of such holder's Warrant, shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that holder's Warrant is not exercisable for shares due to the beneficial ownership of such holder exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares for which the Warrant is exercisable.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

On September 30, 2025, the reporting person was granted 15,504 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

On September 30, 2025, Mr. Friedberg was granted 31,008 shares of fully vested restricted stock units in his capacity as a director of the Issuer, each representing the right to receive one share of the Issuer's common stock pursuant to the Issuer's 2023 Incentive Award Plan.

Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence.

On September 30, 2025, the reporting person was granted 50,000 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer"). The RSUs vest in four equal installments on January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030, subject to the reporting person remaining in the continuous employment of the Issuer through such applicable date. The RSUs will be settled in shares of common stock.

On September 30, 2025, the reporting person was granted 15,504 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

On September 30, 2025, the reporting person was granted 31,008 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

On September 30, 2025, the reporting person was granted 15,504 restricted stock units ("RSUs"), each representing the right to receive one share of common stock of MultiSensor AI Holdings, Inc. (the "Issuer") pursuant to the Issuer's 2023 Incentive Award Plan. The RSUs vested in full on the date of grant.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.6566 to $0.7000. 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.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

On June 30, 2025, Mr. Friedberg was granted 36,563 shares of fully vested restricted stock units in his capacity as a director of the Issuer, each representing the right to receive one share of the Issuer's common stock pursuant to the Issuer's 2023 Incentive Award Plan.

Price per share calculated using the closing price per share on June 27, 2025.

Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence.

Represents shares withheld to satisfy tax withholding obligations upon the settlement of restricted stock units ("RSUs") that vested on June 30, 2025.

Price per share calculated using the closing price per share on June 27, 2025.

On June 30, 2025, the reporting person was granted 18,282 shares of fully vested restricted stock units, each representing the right to receive one share of the Issuer's common stock pursuant to the Issuer's 2023 Incentive Award Plan.

Price per share calculated using the closing price per share on June 27, 2025.

On June 30, 2025, the reporting person was granted 36,563 shares of fully vested restricted stock units, each representing the right to receive one share of the Issuer's common stock pursuant to the Issuer's 2023 Incentive Award Plan.

Price per share calculated using the closing price per share on June 27, 2025.

On June 30, 2025, the reporting person was granted 18,282 shares of fully vested restricted stock units, each representing the right to receive one share of the Issuer's common stock pursuant to the Issuer's 2023 Incentive Award Plan.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.5326 to $0.6014. 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.

On June 23, 2025, the reporting person was granted 174,400 shares of restricted stock units, each representing the right to receive one share of the Issuer's common stock pursuant to the Issuer's 2023 Incentive Award Plan, vesting in equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.6500 to $0.6950. 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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.7189 to $0.7209. 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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.7051 to $0.7353. 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.