What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-28 · 47 added, 58 removed, 112 unchanged (48% of the section changed)

13 unchanged sentences

Based on evaluation under these criteria, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2025.

Remediation of Prior Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, management determined that the Company’s internal control over financial reporting was not effective as of December 31, 2023 due to the existence of the material weakness in internal control over financial reporting related to having an insufficient number of personnel with an appropriate degree of accounting and internal controls knowledge, experience, and training to appropriately analyze, record and disclose accounting matters commensurate with our accounting and reporting requirements, which resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives.

During 2024, management conducted a remediation plan to address the material weakness described above.

The Company hired additional personnel with the requisite expertise in accounting and internal controls, including individuals with significant experience in financial reporting and compliance.

Additionally, these personnel hired have conducted training for our existing accounting and finance staff to enhance their knowledge and skills in accounting principles, internal controls, and financial reporting.

The Company also developed and implemented new internal control procedures and enhanced existing controls.

During the quarter ended December 31, 2024, our management completed testing of the remediation activities and concluded that the previously identified material weakness was remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2024.

We implemented a new general ledger accounting and enterprise resource planning system in October 2024.

With the implementation, we have realized certain process efficiencies, and we expect this new system to enhance our financial reporting and analysis capabilities in the future.

The change in our general ledger and enterprise resource planning system was subject to testing and review both before and after the implementation.

Besides the system implementation discussed, we determined that there were no other changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management, together with the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2025.

We determined that there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

Amended and Restated Bylaw s.

On March 25, 2025, the Company’s Board of Directors approved the Company’s Second Amended and Restated Bylaws to clarify, among other things, (i) the procedure for the right of shareholders to bring business before a shareholder meeting, (ii) information to be provided by shareholders who submit proposals at the Company’s annual or special meetings, (iii) requirements for notices of shareholder meetings and (iv) the conduct of business at a shareholder meeting.

The above description of the changes to the Company’s Second Amended and Restated Bylaws is a summary and does not purport to be complete.

It is subject to and qualified in its entirety by reference to such bylaws filed herewith as an exhibit to this annual report.

(b) Insider Trading Arrangements and Policies .

Insider Trading Arrangements and Policies .

During the quarter ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under 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.

5 unchanged sentences

Position(s) at the Company

Principal Employment

Stuart Flavin III

Director and Interim Chief Executive Officer and President

Principal Occupation

Chief Executive Officer and President

Robert Nadolny

Chief Financial Officer

Chief Commercial Officer

General Counsel

Director and Senior Advisor

Chief Financial Officer and Secretary

CEO and President of Center for Houston’s Future

Founder and CEO of Ryan-Sanders Baseball, Inc.

Stuart Flavin III

Petros Kitsos

Managing Principal of TBL Companies, LLC

CFO and Executive Advisor of Infillion

Daniel Friedberg

14 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID No.410)

Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)

Consolidated Balance Sheets as of December 31, 2025 and 2024

17 unchanged sentences

Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc.

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.

Warrant Agreement, dated as of October 18, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent.

Form of Pre-Funded Warrant and 325 Capital, LLC

Form of PIPE Warrant.

Description of Registrant’s Securities

Earnout Waiver Agreement dated March 7, 2024

Lock-Up Waiver Agreement dated March 7, 2024

Subscription Agreement, dated March 31, 2024, by and between MultiSensor AI Holdings, Inc.

and David Gow

Common Stock Purchase Agreement, dated April 16, 2024, between MultiSensor AI Holdings, Inc.

Riley Principal Capital II, LLC

Registration Rights Agreement, dated April 16, 2024 by and between MultiSensor AI Holdings, Inc.

Riley Principal Capital II, LLC

Form of Conversion Agreement re:

Note Conversion Inducement Offer and Notice of Conversion of the Convertible Promissory Note, dated December 19, 2023

Form of Inducement Agreement re:

Note Conversion Inducement Offer and Notice of Conversion of the Convertible Promissory Note, dated December 19, 2023

Form of Note Amendment to the Convertible Promissory Note, dated as of December 19, 2023

Subscription Agreement, effective as of March 31, 2024, by and between MultiSensor AI Holdings, Inc.

and David Gow

Form of Note Amendment to the Convertible Promissory Note, dated as of December 19, 2023

Form of PIPE Lock-Up Agreement

Form of Indemnification and Advancement Agreement between Infrared Cameras Holdings, Inc.

and its directors and officers.

Amended and Restated Registration Rights Agreement, dated as of December 19, 2023, by and among Infrared Cameras Holdings, Inc.

and the holders party thereto.

Securities Purchase Agreement, dated June 27, 2024, by and between the Company and 325 Capital, LLC

Registration Rights Agreement, dated July 1, 2024, by and between the Company and 325 Capital, LLC

Voting Agreement, dated July 1, 2024, by and among the Company and certain Key Holders

Placement Agency Agreement, dated June 27, 2024, by and between the Company and Roth Capital Partners, LLC

Consulting Agreement, dated November 26, 2024 by and between Gary Strahan and MultiSensor AI Holdings, Inc.

Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc.

and Peter Baird, dated February 7, 2025.

Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc.

and Robert Nadolny, dated February 7, 2025.

First Amendment to Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc.

and Robert Nadolny, dated September 29, 2025.

Letter Agreement, by and between MultiSensor AI Holdings, Inc.

and Stuart V.

Flavin III, dated February 7, 2025.

Employment Agreement, by and between MultiSensor AI Holdings, Inc.

and Asim Akram, dated May 31, 2025.

PSU Cancellation and Release Agreement, by and between MultiSensor AI Holdings, Inc.

and Robert Nadolny, dated September 26, 2025.

Placement Agency Agreement, dated October 24, 2025, by and between the Company and Roth Capital Partners, LLC.

Form of Securities Purchase Agreement, by and among MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 24, 2025.

Form of Amendment No.

1 to Securities Purchase Agreement, dated November 4, 2025.

Form of Amendment No.

2 to Securities Purchase Agreement, dated March 12, 2026.

Form of Registration Rights Agreement by and between MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 30, 2025.

Form of Common Stock Purchase Agreement, by and between MultiSensor AI Holdings, Inc.

and certain investors, dated as of November 4, 2025.

At Market Issuance Sales Agreement, dated March 13, 2026, by and between MultiSensor AI Holdings, Inc.

and Roth Capital Partners, LLC and H.C.

Wainwright & Co., LLC, as sales agents.

Infrared Cameras Holdings, Inc.

8 unchanged sentences

Consent of Deloitte & Touche LLP .

Consent of Weaver and Tidwell, L.L.P.

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer .

18 unchanged sentences

March 19, 2026

/s/ Stuart V.

Interim Chief Executive Officer, Interim President and Director

/s/ Asim Akram

Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Stuart V.

Interim Chief Executive Officer, Interim President and Director

/s/ Asim Akram

Chief Executive Officer and President

March 19, 2026

(Interim Principal Executive Officer)

(Principal Executive Officer)

/s/ Robert Nadolny

Chief Financial Officer

Chief Financial Officer and Secretary

March 19, 2026

1 unchanged sentence

(Principal Financial Officer and Principal Accounting Officer)

/s/ Steven Winch

/s/ Stuart V.

March 19, 2026

1 unchanged sentence

March 19, 2026

/s/ Reid Ryan

March 28, 2025

/s/ Daniel M.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures