MultiSensor AI Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

24 Greenway Plaza, Suite 1800

April 24, 2026

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MultiSensor AI Holdings, Inc., which will be held on Friday, June 12, 2026, 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 rule that allows us to furnish our Proxy Statement and Annual Report 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 14, 2026 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 instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

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

24 Greenway Plaza Suite 1800

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MultiSensor AI Holdings, Inc. (the “Company,” “we,” “our” or “us”), a Delaware corporation, will be held on Friday, June 12, 2026, 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:

Stockholders will also transact such other business as may properly come before the Annual Meeting or any postponement(s) or adjournment(s) thereof.

The Board of Directors has fixed the close of business on April 14, 2026 as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of our common stock as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting or any postponement(s) or adjournment(s) thereof. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at our headquarters during regular business hours for at least ten (10) calendar days prior to the Annual Meeting. If you would like to review the list, please contact our Investor Relations department by emailing IR@multisensorai.com.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by Internet or mail.

This Notice of Annual Meeting and the accompanying proxy materials are first being distributed or made available, as the case may be, on or about April 24, 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 12, 2026:

This Notice of Annual Meeting, the accompanying Proxy Statement and our 2025 Annual Report are available to stockholders electronically via the Internet at the following website:www.cstproxy.com/multisensorai/2026.