MultiSensor AI Holdings, Inc. — Director's Dealing 2025

May 1, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MultiSensor AI Holdings, Inc. (MSAI)
CIK: 0001863990
Period of Report: 2025-04-28

Reporting Person: FRIEDBERG DANIEL M. (Director, 10% Owner, See Footnotes)
Reporting Person: 325 Capital Master Fund LP (See Footnotes)
Reporting Person: 325 Capital GP, LLC (See Footnotes)
Reporting Person: 325 CAPITAL LLC (10% Owner, See Footnotes)
Reporting Person: Braner Michael David (10% Owner, See Footnotes)
Reporting Person: Shrivastava Anil K (10% Owner, See Footnotes)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-28	Common stock, $0.0001 par value per share	A	24667	$0.81	Acquired	33636	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.0001 par value per share	1481868	Indirect
Common stock, $0.0001 par value per share	7893132	Indirect

Footnotes

F1: 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.

F2: On April 28, 2025, Mr. Friedberg was granted 24,667 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.

F3: Price per share calculated using the closing price per share on April 25, 2025.

F4: 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.

F5: 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.

F6: 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.