MultiSensor AI Holdings, Inc. 10-Q

Item 5. Other Information During the three months ended September 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K. ​ 28 Table of Contents Item 6. Exhibits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Filed / ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Furnished Exhibit Description Form Exhibit Filing Date Herewith 2.1† ​ Business Combination Agreement, dated as of December 5. 2022, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. ​ 8-K ​ 2.1 ​ 12/6/2022 ​ ​ 2.2 ​ Amendment No. 1 to Business Combination Agreement, dated as of June 27, 2023, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. ​ 8-K ​ 2.2 ​ 6/28/2023 ​ ​ 2.3 ​ Amendment No. 2 to Business Combination Agreement, dated September 17, 2023, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. ​ 8-K ​ 2.2 ​ 9/20/2023 ​ ​ 3.1 ​ Second Amended and Restated Certificate of Incorporation MultiSensor AI Holdings, Inc. , as amended through February 12, 2024 ​ 10-K ​ 3.1 ​ 3/28/2025 ​ 3.2 ​ Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. ​ 10-K ​ 3.2 ​ 3/28/2025 ​ 3.3 ​ Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series A Convertible Preferred Stock. ​ 8-K ​ 3.1 ​ 10/30/2025 ​ ​ 4.1 ​ Form of Warrant . ​ 8-K ​ 4.1 ​ 10/30/2025 ​ ​ 4.2 ​ Form of Pre-Funded Warrant . ​ 8-K ​ 4.1 ​ 11/5/2025 ​ ​ 9.1 ​ Form of Voting Agreement, by and among MultiSensor AI Holdings, Inc. and certain stockholders, dated October 30, 2025. ​ 8-K ​ 9.1 ​ 10/30/2025 ​ ​ 10.1† ​ PSU Cancellation and Release Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated September 26, 2025. ​ 8-K ​ 10.1 ​ 10/1/2025 ​ ​ 10.2† ​ First Amendment to Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated September 29, 2025. ​ 8-K ​ 10.2 ​ 10/1/2025 ​ ​ 10.3 ​ Placement Agency Agreement, by and between the Company and Roth Capital Partners, LLC, dated October 24, 2025. ​ 8-K ​ 1.1 ​ 10/30/2025 ​ ​ 10.4† ​ Form of Securities Purchase Agreement by and among MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 24, 2025. ​ 8-K ​ 10.1 ​ 10/30/2025 ​ ​ 10.5† ​ Form of Registration Rights Agreement, by and between MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 30, 2025. ​ 8-K ​ 10.2 ​ 10/30/2025 ​ ​ 10.6† ​ Form of Common Stock Purchase Agreement, by and between MultiSensor AI Holdings, Inc. and certain investors, dated as of November 4, 2025. ​ 8-K ​ 10.1 ​ 11/5/2025 ​ ​ 10.7 ​ F orm of Amendment No.1 to Securities Purchase Agreement, dated November 4, 2025. ​ 8-K ​ 10.2 ​ 11/5/2025 ​ ​ 29 Table of Contents 31.1 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ * 31.2 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ * 32.1 ​ Section 1350 Certification of Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ ** 32.2 ​ Section 1350 Certification of Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ** 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ ​ ​ ​ ​ ​ * Filed herewith ** Furnished herewith † Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. ​ ​ ​ 30 Table of Contents ​ 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 thereunto duly authorized. ​ MultiSensor AI Holdings, Inc. Date: November 13, 2025 ​ ​ By: /s/ Asim Akram ​ ​ Asim Akram ​ ​ Chief Executive Officer and President ​ ​ (Principal Executive Officer) Date: November 13, 2025 ​ ​ By: /s/ Robert Nadolny ​ ​ Robert Nadolny ​ ​ Chief Financial Officer and Secretary ​ ​ (Principal Financial Officer and ​ ​ Principal Accounting Officer) ​ ​ ​ ​ 31