MultiSensor AI Holdings, Inc.

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2026

This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2025 (the “Annual Report” and, together with this Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or “Board of Directors”) of MultiSensor AI Holdings, Inc. in connection with our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Notice of Annual Meeting and this Proxy Statement are first being distributed or made available, as the case may be, on or about April 24, 2026.

As used herein, the terms “Company,” “we,” “us,” or “our” refer to MultiSensor AI Holdings, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Unless otherwise indicated, all share and per share amounts in this proxy statement have been adjusted to give effect to the 1-for-40 reverse stock split of our common stock, par value $0.0001 per share (the “common stock”), which became effective on April 13, 2026 (the “2026 Reverse Stock Split”).