What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-13 · 118 added, 53 removed, 266 unchanged (39% of the section changed)

11 unchanged sentences

dollars, except share and per share data)

March 31, 2026

June 30, 2026

December 31, 2025

22 unchanged sentences

Common stock, $ 0.0001 par value;

300,000,000 shares authorized as of March 31, 2026 and December 31, 2025, and 2,012,293 and 2,007,613 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

300,000,000 shares authorized as of June 30, 2026 and December 31, 2025, and 2,205,648 and 2,007,613 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively and no shares issued or outstanding as of March 31, 2026 and December 31, 2025, respectively

10,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively and no shares issued or outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

7 unchanged sentences

dollars, except share and per share data)

Three months ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of goods sold (exclusive of depreciation)

21 unchanged sentences

Balance at March 31, 2025

Equity-based compensation transactions, net

Issuance of common stock

Balance at June 30, 2025

Balance at January 1, 2026

1 unchanged sentence

Balance at March 31, 2026

Equity-based compensation transactions, net

Issuance of common stock

Balance at June 30, 2026

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands of U.S.

Three months ended March 31,

Six Months Ended June 30,

Operating Activities:

5 unchanged sentences

Loss (gain) on disposal of equipment

Other (income) expenses, net

Increase (decrease) in cash resulting from changes in:

36 unchanged sentences

MultiSensor AI Holdings, Inc.

(“MSAI,” “the Company,” “we” or “our”) together with its wholly owned subsidiaries build and deploy integrated condition monitoring and early threat detection solutions that connect multiple sensor types through a unified edge-to-cloud software architecture.

(“MSAI,” “the Company,” “we,” “us” or “our”) together with its wholly owned subsidiaries build and deploy integrated condition monitoring and early threat detection solutions that connect multiple sensor types through a unified edge-to-cloud software architecture.

Our condition intelligence platform integrates multiple sensing modalities such as thermal, visual and acoustic, among others.

18 unchanged sentences

Pursuant to the terms of the Subscription Agreement, dated December 1, 2023, by and among us and certain investors signatory thereto, we issued warrants to purchase 340,250 shares of Common Stock at an exercise price of $ 11.50 per share (the “Financing Warrants”), in connection with our business combination.

stock issuable upon exercise of the Financing Warrants was proportionally reduced to 8,507 shares.

Under the terms of the Financing Warrants, and as a result of the Reverse Stock Split, the exercise price of the Financing Warrants was adjusted from $ 11.50 to $ 460.00 and the number of shares of Common Stock issuable upon exercise of the Financing Warrants was proportionally reduced to 8,507 shares.

Except as provided herein, all other terms and provisions of the Financing Warrants remain in full force and effect.

On October 24, 2025, we entered into that certain Securities Purchase Agreement with 325 Capital, LLC (“325 Capital”) and certain other accredited investors signatory thereto (collectively with 325 Capital, the “Investors”) , pursuant to which we sold to the Investors warrants to purchase up to 68,459,652 shares of common stock (the “2025 Warrants”).

Pursuant to the terms of the 2025 Warrants, and as a result of the Reverse Stock Split, the exercise price of the 2025 Warrants was adjusted from $ 0.409 to $ 5.98 per share, and the number of shares of Common Stock issuable upon exercise of the 2025 Warrants was proportionately increased to 4,682,273.85 shares.

5 unchanged sentences

The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented.

This interim information should be read in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2025 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The condensed consolidated balance sheet as of December 31, 2025 was derived from our audited financial statements.

This interim information should be read in conjunction with the consolidated financial statements in the 2025 Annual Report.

The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from our audited consolidated financial statements.

Principles of Consolidation

6 unchanged sentences

Customer Concentration

For the three months ended March 31, 2026, three customers accounted for an aggregate of 77 % of total net revenue, or $ 1,250 , within our single operating segment.

These customers individually represented 43 % or $ 702 , 23 % or $ 373 and 11 % or $ 175 of total net revenue, respectively.

For the three months ended June 30, 2026, one customer accounted for 66 % or $ 1,119 of total net revenue, which was recorded under the entity’s one operating segment.

For the six months ended June 30, 2026, two customers accounted for 55 % and 11 % or $ 1,821 and $ 374 of total net revenue, which was recorded under the entity’s one operating segment.

New Accounting Pronouncements

4 unchanged sentences

We are currently evaluating the potential effect that the updated standard may have on our consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40.

The new standard is effective for annual reporting periods and interim reporting periods beginning

after December 15, 2027.

In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for and disclosure of software costs under Accounting Standards Codification 350-40.

The new standard is effective for annual reporting periods and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

3 unchanged sentences

The following tables summarize the Company’s revenue, net disaggregated by type of product and service:

Three months ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Total revenue, net

The Company’s sales policy is not to accept returns of hardware once sold.

As a result, there was no sales return reserve as of March 31, 2026 and December 31, 2025.

As a result, there was no sales return reserve as of June 30, 2026 and December 31, 2025.

Contract Liabilities

1 unchanged sentence

The Company classifies these contract liabilities as either current or non-current liabilities based on the expected timing of recognition of related revenue.

Current contract liabilities were $ 893 and $ 1,255 and non-current contract liabilities were $ 854 and $ 751 as of March 31, 2026 and December 31, 2025, respectively.

Current contract liabilities were $ 2,950 and $ 1,255 and non-current contract liabilities were $ 768 and $ 751 as of June 30, 2026 and December 31, 2025, respectively.

Note 5 — Property, Plant and Equipment

5 unchanged sentences

Property, plant and equipment, net

Depreciation expense was $ 352 and $ 280 for the three months ended March 31, 2026, and 2025, respectively.

Depreciation expense was $ 360 and $ 330 for the three months ended June 30, 2026, and 2025, respectively.

Depreciation expense was $ 712 and $ 610 for the six months ended June 30, 2026, and 2025, respectively.

Note 6 — Other Current Assets

5 unchanged sentences

Total other current assets

During the three months ended June 30, 2026, the Company renegotiated its contract with the Company’s corporate credit card provider.

As a result of this renegotiation, as of June 30, 2026, the Company is required to maintain $ 50 to collateralize the Company’s corporate credit cards.

These funds are held in a money market fund invested in government-backed securities.

Although the investment qualifies as a cash equivalent, the funds are not available for general use.

As a result, these funds are classified as restricted cash equivalents under the caption Other current assets on the Condensed Consolidated Balance Sheets.

Note 7 — Inventories

6 unchanged sentences

Note 8 — Accrued Expense

The following table summarizes accrued expenses:

The following table summarizes accrued expense:

Salaries, wages, and payroll taxes payable

3 unchanged sentences

Stock Options

During the three months ended March 31, 2026, no option awards were granted and no options were forfeited.

As of March 31, 2026, 7,634 option awards remained outstanding with a weighted average exercise price of $ 266.67 .

During the three-months ended March 31, 2025, no option awards were granted and 720 option awards were forfeited.

As of March 31, 2025, 22,735 option awards remained outstanding with a weighted average exercise price of $ 265.60 .

During the three months ended June 30, 2026, no option awards were granted and 4,628 option awards were forfeited.

During the six months ended June 30, 2026, no option awards were granted and 4,628 option awards were forfeited.

As of June 30, 2026, 3,006 option awards remained outstanding with a weighted average exercise price of $ 258.10 .

During the three months ended June 30, 2025, no option awards were granted and 3,481 option awards were forfeited.

During the six months ended June 30, 2025, no option awards were granted and 4,200 option awards were forfeited.

As of June 30, 2025, 19,254 option awards remained outstanding with a weighted average exercise price of $ 261.88 .

Restricted Stock Units

During the three months ended March 31, 2026, the Company granted no restricted stock units (“RSUs”).

The Company’s RSUs are based on the fair value of the Company’s common stock on the dates of grant.

During the three months ended March 31, 2025, 40,016 RSUs were granted at a weighted average price of $ 68.00 .

The RSUs granted in the three months ended March 31, 2025 primarily vested one -fourth of the award value on the date of grant, with the remaining restricted shares vesting in equal installments on January 1, 2026, January 1, 2027, and January 1, 2028.

The Company recognized share-based compensation expense related to RSUs of $ 122 and $ 827 for the three months ended March 31, 2026 and March 31, 2025, respectively, under Share-based compensation expense on the Condensed Consolidated Statements of Operations.

During the three months ended March 31, 2026 and March 31, 2025, the Company’s non-employee directors earned $ 60 and $ 80 , respectively, in compensation for their service on the Company’s board of directors, which was recognized under Share-based compensation expense on the Condensed Consolidated Statements of Operations.

During the three months ended June 30, 2026 and 2025, the Company granted 5,875 and 4,360 restricted stock units subject to time-based vesting conditions (“RSUs”) at a weighted average price of $ 6.45 and $ 20.80 , respectively.

During the six months ended June 30, 2026 and 2025, the Company granted 5,875 and 44,376 RSUs at a weighted average price of $ 6.45 and $ 63.20 , respectively.

The grant price for all RSU awards was based on the fair value of the Company’s Common Stock on the day immediately prior to the grant.

RSUs granted in the first quarter of 2025 primarily vested one-fourth of the award value on the date of grant, with the remaining restricted shares vesting in equal installments annually, while those granted in the second and third quarters of 2025 vest in equal installments annually on January 1 of each year beginning January 1, 2027.

The Company recognized share-based compensation expense related to RSUs of $ 126 and $ 220 for the three-month periods ended June 30, 2026 and 2025, respectively, and $ 249 and $ 1,048 for the six-month periods ended June 30, 2026 and 2025, respectively under Share-based compensation expense on the Condensed Consolidated Statements of Operations.

During the three-month period ended June 30, 2026, 1,063 unvested RSUs were forfeited, resulting in reversal of $ 4 of share-based compensation expense previously recognized on the Condensed Consolidated Statements of Operations.

During the six-month period ended June 30, 2026, 1,063 unvested

RSUs were forfeited, resulting in reversal of $ 4 of share-based compensation expense previously recognized on the Condensed Consolidated Statements of Operations.

During the three-month periods ended June 30, 2026 and 2025, the Company’s non-employee directors earned $ 60 and $ 90 , respectively, in compensation for their service on the board, which was paid in the form of RSUs.

During the six-month periods ended June 30, 2026 and 2025, the Company’s non-employee directors earned $ 120 and $ 170 , respectively, in compensation for their service on the board, which was paid in the form of RSUs.

These grants are recognized as share-based compensation expense on the Condensed Consolidated Statements of Operations.

During the three months ended June 30, 2025, the Company agreed to settle $ 113 of commissions owed to the Company’s sales force for second quarter performance in RSUs.

These grants are recognized as Share-based compensation expense on the Condensed Consolidated Statement of Operations.

Incentive Award Plan Reserve

At our annual shareholders meeting held on June 12, 2026, our shareholders approved an amendment to the Infrared Cameras Holdings, Inc.

2023 Incentive Award Plan (the “2023 Incentive Award Plan”) to increase the number of shares of Common Stock by 500,000 , to a total of 661,012 shares of Common Stock issuable pursuant to the 2023 Incentive Award Plan.

At our annual shareholders meeting held on June 4, 2025, our shareholders approved an amendment to the 2023 Incentive Award Plan to increase the number of shares of Common Stock by 85,000 , to a total of 161,012 shares of Common Stock issuable pursuant to the 2023 Incentive Award Plan.

Executive Officer Grants

Effective July 16, 2026, the Company’s board of directors approved grants of RSUs and performance stock units (“PSUs”) to Asim Akram, the Company’s Chief Executive Officer and President, and Robert Nadolny, the Company’s Chief Financial Officer and Secretary.

Pursuant to the grant to Mr.

Akram received 20,841 RSUs and 83,364 PSUs at target.

Pursuant to the grant to Mr.

Nadolny received 17,935 RSUs and 23,774 PSUs at target.

Pursuant to Mr.

Akram and Mr.

Nadolny’s respective employment agreements, each of Mr.

Akram and Mr.

Nadolny is entitled to an additional grant of RSUs and PSUs in January 2027.

The first tranche of RSUs granted will vest, if at all, in four equal installments on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030.

The first tranche of PSUs granted is subject to revenue achievement levels by the Company for the year ending December 31, 2029, which were set by the Company’s board of directors, for a performance period beginning on January 1, 2026 and ending on December 31, 2029.

The PSUs vest, if at all, after the end of the performance period.

The payout percentages are interpolated for performance between threshold achievement of $ 31,500 in annual revenue recognized resulting in 50 % of the awards vesting and target of $ 45,000 in annual revenue recognized resulting in 100 % of the awards vesting.

To the extent the Company’s revenue exceeds the target performance level, the Company’s board of directors will consider additional compensation to be payable in such form and in such amounts, if any, as the Company’s board of directors may determine to be appropriate at that time.

Effective July 16, 2026, the Company’s board of directors also finalized the grants of 17,440 PSUs at target to Mr.

Akram and 5,000 PSUs at target to Mr.

Nadolny for the 2025 tranche that Mr.

Akram and Mr.

Nadolny were each entitled to pursuant to each of their respective employment agreements.

The Company’s board of directors determined that the performance metric and levels for this first half of the PSUs granted pursuant to Mr.

Akram and Mr.

Nadolny’s employment agreements are the same as the performance metric and levels disclosed above.

Each of the foregoing grants was made pursuant to the 2023 Incentive Award Plan.

Note 10 — Shareholders’ Equity

Total authorized capital stock of the Company as of March 31, 2026, was 300,000,000 shares of common stock and 10,000,000 shares of preferred stock.

As of March 31, 2026 and December 31, 2025, there were 2,012,293 and 2,007,613 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued or outstanding.

Total authorized capital stock of the Company as of June 30, 2026, is 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value of $ 0.0001 per share.

As of June 30, 2026 and December 31, 2025, there were 2,205,648 and 2,007,613 shares of Common Stock issued and outstanding and no shares of preferred stock issued or outstanding, respectively.

Equity Line of Credit (“ELOC”)

11 unchanged sentences

Riley notified the Company that it had sold the Commitment Shares, which resolved the liability.

Accordingly, $ 185 was recorded in “Other expense (income), net” in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025.

During the three months ended March 31, 2026, the Company did not utilize the B.

Riley ELOC, and the Company terminated the Purchase Agreement effective February 2, 2026.

During the three months ended March 31, 2025, the Company utilized the ELOC to sell 44,793 shares of common stock for cash proceeds totaling $ 4,657 .

Accordingly, $ 185 was recorded in “Other expense (income), net” in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025.

Effective February 2, 2026, the Company terminated the Purchase Agreement.

During the three and six months ended June 30, 2026, the Company did not utilize the ELOC.

During the three months ended June 30, 2025, the Company did not utilize the ELOC.

During the six months ended June 30, 2025, the Company sold 44,793 shares of Common Stock under the facility for cash proceeds of $ 4,657 .

At the Market Sales Agreements

2 unchanged sentences

The Agents are entitled to compensation at a fixed commission rate based on the gross sales price of shares sold pursuant to the 2026 Sales Agreement.

During the three months ended March 31, 2026, the Company did not sell any shares under the 2026 Sales Agreement.

During the three and six months ended June 30, 2026, the Company did not sell any shares under the 2026 Sales Agreement.

On March 28, 2025, the Company entered into an at market issuance sales agreement (the “2025 Sales Agreement”) with B.

3 unchanged sentences

Riley Securities was entitled to compensation at a fixed commission rate based on the gross sales price of shares sold pursuant to the 2025 Sales Agreement.

During the three months ended March 31, 2026 and 2025, the Company did not sell any shares under the 2025 Sales Agreement.

The Company terminated the 2025 Sales Agreement effective February 2, 2026.

During the three and six months ended June 30, 2026, the Company did no t sell any shares under the 2025 Sales Agreement.

During the three and six months ended June 30, 2025, the Company sold 2,735 shares of Common Stock under the 2025 Sales Agreement for cash proceeds totaling $ 82 .

2025 Warrants

In October 2025, the Company completed the 2025 Private Placement pursuant to which it issued shares of Common Stock and the 2025 Warrants to the Investors.

The 2025 Warrants have an exercise price of $ 5.98 per share (as adjusted for the Reverse Stock Split) and expire seven years from issuance.

For a complete description of the 2025 Private Placement, see Note 11 to the consolidated financial statements in the 2025 Annual Report.

During the three and six months ended June 30, 2026, certain Investors exercised 2025 Warrants for 175,000 shares of Common Stock at an exercise price of $ 5.98 per share, resulting in proceeds to the Company of $ 1,046 .

The proceeds were recorded as an increase to Common Stock and additional paid-in capital.

As of June 30, 2026, 2025 Warrants to purchase up to 4,507,273.85 shares of Common Stock (as adjusted for the Reverse Stock Split) remained outstanding.

Note 11 — Earnings per Share

The following table summarizes the computation of basic and diluted earnings per share:

Three months ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Basic and diluted net loss attributable to common shareholders

5 unchanged sentences

The table above does not include the following potential anti-dilutive shares:

(i) up to 215,625 shares of common stock upon exercise of the Company’s outstanding public warrants at an exercise price of $ 460.00 per share for cash, (ii) up to 12,657 shares of common stock issuable upon exercise of the Company’s outstanding private placement warrants at an exercise price of $ 460.00 per share, (iii) up to 8,507 shares of common stock upon exercise of the financing warrants at an exercise price of $ 460.00 per share for cash, (iv) up to 7,634 shares of common stock upon the exercise of Company’s options, (v) 25,580 RSU awards issued yet unvested under the 2023 Incentive Award Plan as of March 31, 2026, (vi) up to 4,682,273.85 shares of common stock issuable upon exercise of the Company’s outstanding 2025 Warrants at an exercise price of $ 5.98 , and (vii) up to 44,800 performance stock units committed via employment agreements but unissued as of March 31, 2026.

(i) up to 215,625 shares of Common Stock upon exercise of the Company’s outstanding Public Warrants at an exercise price of $ 460.00 per share for cash, (ii) up to 12,657 shares of Common Stock issuable upon exercise of the Company’s outstanding Private Placement Warrants at an exercise price of $ 460.00 per share for cash, (iii) up to 8,507 shares of Common Stock upon exercise of the Financing Warrants at an exercise price of $ 460.00 per share for cash, (iv) up to 3,006 shares of Common Stock upon the exercise of Company’s options, (v) 31,456 RSU awards issued yet unvested under the 2023 Incentive Award Plan as of June 30, 2026, (vi) up to 4,507,273.85 shares of Common Stock issuable upon exercise of the Company’s outstanding 2025 Warrants at an exercise price of $ 5.98 , and (vii) up to 44,800 PSUs committed via employment agreements but unissued as of June 30, 2026.

Note 12 — Related Party Transactions

The Company previously leased our corporate office and currently leases our production facility from a former related party.

The Company previously leased its corporate office and currently leases its production facility from a former related party.

As of July 29, 2025, the lessor no longer qualified as a related party under the applicable accounting guidance, and payments made after that date did not constitute related party transactions.

Total cash payments to the related party for the leases were $ 27 for the three-month period ended March 31, 2025.

Total related party cash payments for the leases were $ 27 and $ 54 for the three and six-month periods ended June 30, 2025, respectively.

Note 13 — Commitments and Contingencies

2 unchanged sentences

In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings.

As of March 31, 2026, the Company is not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or liquidity.

As of June 30, 2026, the Company was not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or liquidity.

Note 14 — Income Taxes

The Company has determined that a discrete year-to-date method of reporting would provide more reliable results for the three months ended March 31, 2026 and March 31, 2025, due to the difficulty in projecting future results.

The Company recorded income tax expense of $ 33 and $ 8 for the three months ended March 31, 2026 and 2025, respectively.

The Company has determined that a discrete year-to-date method of reporting would provide more reliable results for the six months ended June 30, 2026, and June 30, 2025, due to the difficulty in projecting future results.

The Company recorded income tax benefit of $ 14 and income tax expense of $ 10 for the three months ended June 30, 2026 and 2025, respectively.

The Company recorded income tax expense for the six months ended June 30, 2026 of $ 19 and income tax expense for the six months ended June 30, 2025 of $ 18 .

The Company maintains a valuation allowance on its deferred tax assets and intends to do so until there is sufficient evidence to support the reversal of all or some portion of this allowance.

For the three months ended March 31, 2026 and March 31, 2025, the Company’s effective income tax rates were ( 1.35 )% and ( 0.17 )%, respectively.

The effective tax rates for the three months ended March 31, 2026 and March 31, 2025 are below the U.S.

statutory tax rate of 21 % primarily due to losses generated by the Company and the Company's valuation allowance.

For the three months ended June 30, 2026, and 2025, the Company’s effective income tax rates were 0.57 % and ( 0.30 )%, respectively.

For the six months ended June 30, 2026, and 2025, the Company’s effective income tax rates were ( 0.39 )% and ( 0.23 )%, respectively.

The effective tax rates for the three and six months ended June 30, 2026 and June 30, 2025 were below the U.S.

tax rate of 21 % primarily due to losses generated by the Company and the Company’s valuation allowance.

During 2024 and 2025, the Company determined that it experienced an ownership change as defined under Internal Revenue Code Section 382.

2 unchanged sentences

Note 15 — Segments and Geographical Information

The Company has one reportable and operating segment, the manufacturing and distribution of sensor-based systems, software, and services.

The Company has one reportable and operating segment, the manufacturing and distributing of sensor-based systems, software, and services.

The Company holds 99 % of its assets within the United States.

1 unchanged sentence

The following table summarizes revenue based upon the customers’ shipping addresses:

Three months ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

United States

5 unchanged sentences

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the three-month periods ended March 31, 2026, and 2025:

Three months ended March 31,

The table below summarizes the significant expense categories regularly reviewed by the CODM for the three- and six-month periods ended June 30, 2026, and 2025:

Three Months Ended June 30,

Six Months Ended June 30,

Cost of goods sold (exclusive of depreciation)

9 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-Q

Item 1. Financial Statements