MultiSensor AI Holdings, Inc.

For the period ended Dec 31, 2025. Filed Mar 19, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 19, 2026

MSAI$3.05-4.4%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”

Index to Consolidated Financial Statements


	Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID No.410)	59
Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)	60
Consolidated Balance Sheets as of December 31, 2025 and 2024	61
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024	62
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024	63
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	64
Notes to the Consolidated Financial Statements	65 to 82

(a)(2) Financial Statement Schedules.

All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

(a)(3) Exhibits.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

3 · · · · · · · · ·
· · · · Incorporated by Reference
					Filed /
					Furnished
Exhibit	Description	Form	Exhibit	Filing Date	Herewith
2.1†	Business Combination Agreement, dated as of December 5. 2022, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc.	8-K	2.1	12/6/2022
2.2	Amendment No. 1 to Business Combination Agreement, dated as of June 27, 2023, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc.	8-K	2.2	6/28/2023
2.3	Amendment No. 2 to Business Combination Agreement, dated September 17, 2023, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc.	8-K	2.2	9/20/2023
3.1	Second Amended and Restated Certificate of Incorporation MultiSensor AI Holdings, Inc., as amended through February 12, 2024	10-K	3.1	3/28/2025
3.2	Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc.	10-K	3.2	3/28/2025
3.3	Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series A Convertible Preferred Stock.	8-K	3.1	10/30/2025
4.1	Warrant Agreement, dated as of October 18, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent.	8-K	4.1	10/21/2021
4.2	Form of PIPE Warrant.	8-K	4.1	10/30/2025
4.3	Description of Registrant’s Securities				*
10.1#	Form of Indemnification and Advancement Agreement between Infrared Cameras Holdings, Inc. and its directors and officers.	S-1	10.3	11/13/2023
10.2	Amended and Restated Registration Rights Agreement, dated as of December 19, 2023, by and among Infrared Cameras Holdings, Inc. and the holders party thereto.	8-K	10.6	12/21/2023
10.3†	Securities Purchase Agreement, dated June 27, 2024, by and between the Company and 325 Capital, LLC	8-K	10.1	7/1/2024
10.4	Registration Rights Agreement, dated July 1, 2024, by and between the Company and 325 Capital, LLC	8-K	10.2	7/1/2024
10.5#†	Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Peter Baird, dated February 7, 2025.	8-K/A	10.1	2/11/2025
10.6#†	Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated February 7, 2025.	8-K/A	10.2	2/11/2025
10.7#†	First Amendment to Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated September 29, 2025.	8-K	10.2	10/1/2025
10.8#†	Letter Agreement, by and between MultiSensor AI Holdings, Inc. and Stuart V. Flavin III, dated February 7, 2025.	8-K/A	10.3	2/11/2025

10.9#†	Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Asim Akram, dated May 31, 2025.	8-K	10.1	6/2/2025
10.10#†	PSU Cancellation and Release Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated September 26, 2025.	8-K	10.1	10/1/2025
10.11	Placement Agency Agreement, dated October 24, 2025, by and between the Company and Roth Capital Partners, LLC.	8-K	1.1	10/30/2025
10.12†	Form of Securities Purchase Agreement, by and among MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 24, 2025.	8-K	10.1	10/30/2025
10.13	Form of Amendment No. 1 to Securities Purchase Agreement, dated November 4, 2025.	8-K	10.2	11/5/2025
10.14	Form of Amendment No. 2 to Securities Purchase Agreement, dated March 12, 2026.	8-K	10.1	3/13/2026
10.15†	Form of Registration Rights Agreement by and between MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 30, 2025.	8-K	10.2	10/30/2025
10.16†	Form of Common Stock Purchase Agreement, by and between MultiSensor AI Holdings, Inc. and certain investors, dated as of November 4, 2025.	8-K	10.1	11/5/2025
10.17	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, as sales agents.	8-K	1.1	3/13/2026
10.18#	Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan.	10-K	10.14	3/29/2024
10.19#	Form of Restricted Stock Unit Grant Notice and Award Agreement (Deferred RSUs 2023 Incentive Award Plan).	8-K	10.15	12/21/2023
10.20#	Form of Stock Option Grant Notice and Agreement (2023 Incentive Award Plan).	8-K	10.16	12/21/2023
10.21#	Form of Restricted Stock Unit Grant Notice and Agreement as Amended (2023 Incentive Award Plan).	10-K	10.20	3/28/2025
10.22#	Amended and Restated 2020 Equity Incentive Plan of Infrared Camera Holdings, Inc.	8-K	10.12	12/21/2023
10.23#	Form of Stock Option Agreement (2020 Equity Incentive Plan).	8-K	10.13	12/21/2023
19.1	Insider Trading Policies and Procedures.	10-K	19.1	3/28/2025
21.1	List of subsidiaries.				*
23.1	Consent of Deloitte & Touche LLP.				*
23.2	Consent of Weaver and Tidwell, L.L.P.				*
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.				*
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.				*
32.1	Section 1350 Certification of Chief Executive Officer.				**
32.2	Section 1350 Certification of Chief Financial Officer.				**
97.1	Policy for Recovery of Erroneously Awarded Compensation.	10-K	97.1	3/29/2024
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*	Filed herewith

**	Furnished herewith

†	Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

#	Indicates a management contract of compensatory plan.

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