{"url_path":"/sec/msai/8-k/2026-07-20/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 ****Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1863990/0001104659-26-085058-index.html","accession_number":"0001104659-26-085058","cik":"0001863990","ticker":"MSAI","issuer_name":"MultiSensor AI Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1863990/0001104659-26-085058-index.html","primary_entity_key":"0001863990","primary_entity_name":"MultiSensor AI Holdings, Inc."},"word_count":177,"has_tables":true,"body_markdown":"**Item 3.02****Unregistered Sales of Equity Securities.**\n\n​\n\nThe information contained in Item 5.02 of this Current Report on Form 8-K pertaining to the grants under the heading “RSU and PSU Grants to Asim Akram and Robert Nadolny” is incorporated by reference herein.\n\n​\n\nPursuant to the policy for director compensation of MultiSensor AI Holdings, Inc. (the “Company”), the Company granted 3,738 restricted stock units subject to time-based vesting conditions (“RSUs”) to Daniel M. Friedberg and 1,869 RSUs to each of Margaret Chu, Stuart V. Flavin III, David Gow and Petros Kitsos, on June 30, 2026, for each director’s board and committee service during the second quarter of 2026, which all immediately vested into shares of the Company’s common stock, par value $0.0001 per share, on a one-for-one basis totaling 11,214 shares.\n\n​\n\nThe offers, sales, and issuances of the securities pursuant to the grants were made in reliance upon the exemption from registration under Rule 506 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and/or under Section 4(a)(2) of the Securities Act.\n\n​"}