Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective as of December 31, 2025.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all misstatements. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, management has conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013) and SEC guidance on conducting such assessments. Based on evaluation under these criteria, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2025.
Changes in 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.
Item 9B. Other Information.
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
83
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Executive Officers and Directors
The following table provides information regarding our executive officers and members of our board of directors as of the date of this Annual Report on Form 10-K:
Name
Position(s) at the Company
Principal Occupation
Asim Akram
Chief Executive Officer and President
Same
Robert Nadolny
Chief Financial Officer and Secretary
Same
David Gow
Director
CEO and President of Center for Houston’s Future
Stuart Flavin III
Director
Retired
Petros Kitsos
Director
Managing Principal of TBL Companies, LLC
Margaret Chu
Director
Same
Daniel Friedberg
Director
Managing Member of 325 Capital
The remaining information required by this Item will be included in our definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), expected to be filed with the SEC no later than 120 days after December 31, 2025, and is incorporated herein by reference.
Item 11.Executive Compensation.
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
Item 13.Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
Item 14.Principal Accountant Fees and Services.
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
84
Table of Contents
PART I V
Item 15.Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”
Index to Consolidated Financial Statements
Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID No.410)
59
Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)
60
Consolidated Balance Sheets as of December 31, 2025 and 2024
61
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024
62
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024
63
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
64
Notes to the Consolidated Financial Statements
65 to 82
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
85
Table of Contents
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
3
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
Warrant Agreement, dated as of October 18, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent.
8-K
4.1
10/21/2021
4.2
Form of PIPE Warrant.
8-K
4.1
10/30/2025
4.3
Description of Registrant’s Securities
*
10.1#
Form of Indemnification and Advancement Agreement between Infrared Cameras Holdings, Inc. and its directors and officers.
S-1
10.3
11/13/2023
10.2
Amended and Restated Registration Rights Agreement, dated as of December 19, 2023, by and among Infrared Cameras Holdings, Inc. and the holders party thereto.
8-K
10.6
12/21/2023
10.3†
Securities Purchase Agreement, dated June 27, 2024, by and between the Company and 325 Capital, LLC
8-K
10.1
7/1/2024
10.4
Registration Rights Agreement, dated July 1, 2024, by and between the Company and 325 Capital, LLC
8-K
10.2
7/1/2024
10.5#†
Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Peter Baird, dated February 7, 2025.
8-K/A
10.1
2/11/2025
10.6#†
Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated February 7, 2025.
8-K/A
10.2
2/11/2025
10.7#†
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
10.8#†
Letter Agreement, by and between MultiSensor AI Holdings, Inc. and Stuart V. Flavin III, dated February 7, 2025.
8-K/A
10.3
2/11/2025
86
Table of Contents
10.9#†
Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Asim Akram, dated May 31, 2025.
8-K
10.1
6/2/2025
10.10#†
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
10.11
Placement Agency Agreement, dated October 24, 2025, by and between the Company and Roth Capital Partners, LLC.
8-K
1.1
10/30/2025
10.12†
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
10.13
Form of Amendment No. 1 to Securities Purchase Agreement, dated November 4, 2025.
8-K
10.2
11/5/2025
10.14
Form of Amendment No. 2 to Securities Purchase Agreement, dated March 12, 2026.
8-K
10.1
3/13/2026
10.15†
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
10.16†
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
10.17
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.
8-K
1.1
3/13/2026
10.18#
Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan .
10-K
10.14
3/29/2024
10.19#
Form of Restricted Stock Unit Grant Notice and Award Agreement (Deferred RSUs 2023 Incentive Award Plan) .
8-K
10.15
12/21/2023
10.20#
Form of Stock Option Grant Notice and Agreement (2023 Incentive Award Plan) .
8-K
10.16
12/21/2023
10.21#
Form of Restricted Stock Unit Grant Notice and Agreement as Amended (2023 Incentive Award Plan) .
10-K
10.20
3/28/2025
10.22#
Amended and Restated 2020 Equity Incentive Plan of Infrared Camera Holdings, Inc.
8-K
10.12
12/21/2023
10.23#
Form of Stock Option Agreement (2020 Equity Incentive Plan) .
8-K
10.13
12/21/2023
19.1
Insider Trading Policies and Procedures .
10-K
19.1
3/28/2025
21.1
List of subsidiaries .
*
23.1
Consent of Deloitte & Touche LLP .
*
23.2
Consent of Weaver and Tidwell, L.L.P.
*
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 .
**
97.1
Policy for Recovery of Erroneously Awarded Compensation.
10-K
97.1
3/29/2024
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.
87
Table of Contents
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.
#
Indicates a management contract of compensatory plan.
Item 16.Form 10-K Summary.
None.
88
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 19, 2026
By:
/s/ Asim Akram
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.
Name
Title
Date
/s/ Asim Akram
Chief Executive Officer and President
March 19, 2026
Asim Akram
(Principal Executive Officer)
/s/ Robert Nadolny
Chief Financial Officer and Secretary
March 19, 2026
Robert Nadolny
(Principal Financial Officer and Principal Accounting Officer)
/s/ Stuart V. Flavin III
Director
March 19, 2026
Stuart V. Flavin III
/s/ David Gow
Director
March 19, 2026
David Gow
/s/ Daniel M. Friedberg
Director
March 19, 2026
Daniel M. Friedberg
/s/ Petros Kitsos
Director
March 19, 2026
Petros Kitsos
/s/ Margaret Chu
Director
March 19, 2026
Margaret Chu
89