MultiSensor AI Holdings, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a.101)

INFORMATION REQUIRED IN PROXY STATEMENT

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SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of MultiSensor AI Holdings, Inc., which will be held on Wednesday, June 4, 2025, beginning at 10:00 a.m., Central Time. The Annual Meeting will be held at the offices of Haynes and Boone, LLP at 1221 McKinney St #4000, Houston, TX 77010.

We are using the Securities and Exchange Commission (the “SEC”) rule that allows us to furnish our proxy statement, Annual Report and the proxy card to stockholders over the internet. This means our stockholders will receive only a paper copy of a notice containing instructions on how to access proxy materials over the internet. We have sent stockholders of record at the close of business on April 15, 2025 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Annual Meeting. We urge you to vote in advance of the Annual Meeting by following the instructions on your Notice of Internet Availability or proxy card, as applicable.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

/s/ David Gow

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David Gow

Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2025

NOTICE IS HEREBY GIVEN that the 2025 annual meeting of stockholders (the “Annual Meeting”) of MultiSensor AI Holdings, Inc. (the “Company”), a Delaware corporation, will be held on Wednesday, June 4, 2025, at 10:00 a.m., Central Time. The Annual Meeting will be held at the offices of Haynes and Boone, LLP at 1221 McKinney St #4000, Houston, TX 77010. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Annual Meeting and Voting”

The Annual Meeting is being held:

(1)

to elect Margaret Chu, Stuart V. Flavin III, Daniel Friedberg, David Gow and Petros Kitsos as directors to hold office until the Company’s annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified;

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(2)

to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025;

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(3)

to approve an amendment to the Company’s 2023 Incentive Award Plan to increase the number of shares of common stock reserved for issuance pursuant to awards;

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(4)

to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3; and

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(5)

to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

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These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on April 15, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation.

Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

/s/ Stuart V. Flavin, III

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Stuart V. Flavin, III

Interim Chief Executive Officer

Beaumont, Texas

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 25, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting:

This Proxy Statement and our Annual Report are available free of charge at

www.cstproxy.com/multisensorai/ 2025