MSAI

MultiSensor AI Holdings, Inc._May 13, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 13, 2026

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MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

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​ incorporation)

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​ Identification No.)

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Delaware

(State or other jurisdiction of incorporation)

001-40916

(Commission File Number)

86-3938682

(I.R.S. Employer Identification No.)

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24 Greenway Plaza Suite 1800 Houston, Texas (Address of principal executive offices)

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77046 (Zip Code)

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(866) 861-0788

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

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Trading Symbol(s)

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Name of each exchange on which registered

Common stock, $0.0001 par value per share

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MSAI

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The Nasdaq Stock Market LLC

Warrants to purchase common stock

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MSAIW

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The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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Item 2.02Results of Operations and Financial Condition.

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On May 13, 2026, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the first fiscal quarter ended March 31, 2026. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No.

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Description

99.1

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Press Release of MultiSensor AI Holdings, Inc., dated May 13, 2026 (furnished pursuant to Item 2.02).

104

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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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MultiSensor AI Holdings, Inc.

Date: May 13, 2026

By:

/s/ Robert Nadolny

Name:

Robert Nadolny

Title:

Chief Financial Officer and Corporate Secretary

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EX-99.1

2 msai-20260319xex99d1.htm

EX-99.1

Exhibit 99.1

MultiSensor AI Announces Fourth Quarter and Full Year 2025 Results

HOUSTON, TX / Newsfile / March 19, 2026 MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (“MultiSensor AI,” “MSAI” or the “Company”), a pioneer in early threat detection and condition-based monitoring, today announced  financial results for the fourth quarter and year ended December 31, 2025.

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Asim Akram, CEO and President, commented: “Fiscal 2025 was a pivotal year for MultiSensor AI as we continued our transition from a hardware‑centric model toward an integrated, subscription‑driven solutions platform. Our teams executed with discipline, advancing key initiatives and deepening relationships with strategic customers in logistics and distribution, manufacturing, and data center markets, where our platform is delivering tangible return on investment through earlier risk detection and smarter operations.”

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Robert Nadolny, CFO, continued, “Building on the momentum we demonstrated throughout the year, we exited 2025 with a meaningfully larger base of recurring software revenue and a significantly narrowed net loss. Supported by the capital we raised during 2025 and the cost optimization programs we implemented, we believe we are entering 2026 with the financial flexibility and operating focus required to scale efficiently, accelerate adoption of MSAI Connect, and move decisively along our path toward sustainable profitability.”

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Financial Highlights:

●Software revenue for the year ended December 31, 2025 was $1.9 million, an increase of 88%, compared to $1.0 million for the year ended December 31, 2024.

●Revenue for the year ended December 31, 2025 was $5.6 million, a decrease of 25%, compared to $7.4 million for the year ended December 31, 2024.

●Net loss for the year ended December 31, 2025 was $11.7 million, a decrease of 46%, compared to $21.5 million for the year ended December 31, 2024.

●Overall liquidity increased as the Company’s cash position grew to $24.4 million as of December 31, 2025, an increase of 459% from $4.4 million as of December 31, 2024.

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Strategic Business Highlights:

●We received over $1.5 million in purchase orders in Q4 2025 from our large global distributor customer, which will increase the number of sensors deployed in their facilities. These orders represented approximately $0.3 million in hardware revenue recognized in Q4 2025. Software subscription revenue for these orders will be recognized predominately over a period of four years beginning upon the commencement of the subscriptions which is expected to occur in Q1 2026.

●In the distribution and logistics market, we are excited by purchase orders for new pilots received in Q4 2025. Manchester Airport Group selected our platform to help elevate the reliability and performance of its baggage-handling operations. Initial deployments at Manchester Airport were completed in Q1 2026. Additionally, we received a purchase order from a global direct-to-consumer food solution company to leverage our solution for monitoring critical assets in cold storage facilities.

●In the data center market, we began discussions to pilot our solutions with several large data center owners and operators. Shortly after year-end we received our first purchase order for a pilot implementation from a U.S. based data center.

●As of December 31, 2025, we had approximately 730 active sensors connected to our software platform, MSAI Connect, as compared to approximately 460 as of December 31, 2024. This represents an 59% increase year over year.

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The Company’s Annual Report is filed with the SEC, and is available at www.sec.gov as well as in the Investor Relations section of the Company’s website (www.multisensorai.com). More information, including an updated investor presentation, is available on MSAI’s Investor Relations website at www.investors.multisensorai.com.

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About MultiSensor AI

MSAI delivers condition monitoring and continuous early threat detection through a multi-sensor condition intelligence platform for high-throughput, automation-rich, and power-dense industrial facilities. Through a unified edge-to-cloud architecture, MSAI Connect provides a multi-sensor condition intelligence layer that bridges critical visibility gaps, strengthens system reliability, and improves asset performance. By integrating thermal, visual, vibration, and environmental sensing into a single platform, MSAI detects early signs of mechanical and electrical degradation - enabling organizations to proactively protect uptime, enhance safety, and extend critical asset lifespan.

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For more information or to request a demo, please visit www.multisensorai.com

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Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation