~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)~~

OFCURRENT ~~THE SECURITIES EXCHANGE ACT OF 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or ~~of earliest event reported~~15(d)~~: March 13, 2026~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2026

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

~~Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Number) 86-3938682 (I.R.S. Employer Identification No.)~~

24 Greenway Plaza, Suite 1800

incorporation)

Identification No.)

Delaware

(State or other jurisdiction of
incorporation)

001-40916

(Commission File Number)

86-3938682

(I.R.S. Employer
Identification No.)

24 Greenway Plaza Suite 1800

Houston, Texas 77046

(Address of principal executive offices,) ~~including zip~~(Zip ~~code~~Code)

(866) 861-0788

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

¨☐ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	MSAI	The NASDAQ Stock Market LLC
Warrants to purchase common stock	MSAIW	The NASDAQ Stock Market LLC


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	MSAI	The Nasdaq Stock Market LLC
Warrants to purchase common stock	MSAIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Emerging growth company x~~

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x ☒

~~Item 1.01 Entry into a Material Definitive Agreement.~~

AtIf an emerging growth company, indicate by check mark if the ~~Market~~registrant ~~Sales~~has ~~Agreement~~elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

On March 13, 2026, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”) entered into an at market issuance sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC, as sales agents or principals (the “Agents”), under which the Company may offer and sell shares of the Company’s common stock, par value $0.0001 per share, having an aggregate market value of up to $60,000,000 from time to time through the Agents (the “Offering”).

Sales of common stock under the Sales Agreement, if any, will be in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through The Nasdaq Capital Market or on any other existing trading market for the Company’s common stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Agents are not required to sell any specific number or dollar amount of securities, but will use their commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Agents and the Company. The Sales Agreement sets parameters for the sale of shares of the Company’s common stock, including the maximum number or amount of shares to be sold, the time period during which sales may be made, any limitation on the number or amount of shares that may be sold in any one trading day, and any minimum price below which sales may not be made. The Company intends to use the net proceeds from sales of common stock under the Sales Agreement, if any, for working capital and general corporate purposes.

The Sales Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions pursuant to which the Company has agreed to indemnify the Agents against certain specified liabilities. The Company will pay the Agents a commission at a rate of up to 3.0% of the gross sales proceeds from sales of common stock under the Sales Agreement. The offering of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sales Agreement or (ii) the termination of the Sales Agreement by the Agents or the Company in accordance with the terms of the Sales Agreement.

~~The~~Item ~~foregoing~~2.02Results ~~description~~ of ~~the~~Operations ~~Sales Agreement is not complete~~ and isFinancial ~~qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1~~Condition.~~1 to this Current Report on Form 8-K and incorporated herein by reference.~~

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AOn ~~copy~~March of19, ~~the~~2026, ~~opinion~~MultiSensor ofAI ~~Haynes and~~Holdings, ~~Boone~~Inc., ~~LLP~~a ~~relating~~Delaware tocorporation (the ~~validity~~“Company”), ofthe Company issued a press release announcing its financial results for the ~~shares~~fourth offiscal ~~common~~quarter ~~stock~~and ~~that~~the ~~may~~year beended ~~sold~~December ~~pursuant~~31, to2025. A copy of the ~~Sales~~press ~~Agreement~~release is ~~filed~~furnished ~~herewith~~ hereto as Exhibit 599.1 and is incorporated herein by reference.

~~Amendment~~The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities ~~Purchase~~Act ~~Agreement~~of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

In connection with the Offering, on March 12, 2026, the Company and certain investors party to that certain Securities Purchase Agreement, dated October 24, 2025 (as amended, the “Securities Purchase Agreement”), entered into an amendment to the Securities Purchase Agreement (the “Amendment”) to permit the Offering.

The foregoing description of Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.0101Financial ~~Exhibits~~Statements and ~~Financial Statements~~Exhibits.

~~(d) Exhibits.~~

Exhibit No.		Description of Exhibit
1.1		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.
5.1		Opinion of Haynes and Boone, LLP.
10.1		Form of Amendment No. 2 to Securities Purchase Agreement, dated March 12, 2026.
23.1		Consent of Haynes and Boone, LLP (contained in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits

~~SIGNATURE~~

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 hereunto duly authorized.

Exhibit No.		Description
99.1		Press Release of MultiSensor AI Holdings, Inc., dated March 19, 2026 (furnished pursuant to Item 2.02).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document

	MultiSensor AI Holdings, Inc.
Date: March 13, 2026	By:	/s/ Robert Nadolny
	Name:	Robert Nadolny
	Title:	Chief Financial Officer and Secretary

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 hereunto duly authorized.


	MultiSensor AI Holdings, Inc.

Date: March 19, 2026	By:	/s/ Robert Nadolny
	Name:	Robert Nadolny
	Title:	Chief Financial Officer and Corporate Secretary

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