Form 4: MultiSensor AI Director Friedberg Receives Stock Grant

Daniel M. Friedberg, a director and 10% owner of MultiSensor AI Holdings, Inc., was granted 31,008 shares of common stock, which are held on behalf of 325 Capital affiliates.

Summary

• Daniel M. Friedberg, a director and 10% owner of MultiSensor AI Holdings, Inc. (MSAI), received a grant of 31,008 shares of common stock on September 30, 2025.
• The shares were fully vested restricted stock units granted in his capacity as a director under the Issuer's 2023 Incentive Award Plan.
• The grant price was $0, indicating it was an award rather than a purchase.
• Following this transaction, Mr. Friedberg's direct beneficial ownership is 101,207 shares.
• Indirect beneficial ownership includes 1,481,868 shares through 325 Capital Master Fund LP and 7,893,132 shares through 325 Capital LLC.
• The shares granted to Mr. Friedberg are held on behalf of 325 Capital or its affiliates, meaning he does not have a direct pecuniary interest for Section 16 purposes, but 325 Capital and its managing members (Michael Braner, Daniel Friedberg, Anil Shrivastava) may be deemed to have a pecuniary interest.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-planned equity grant to a director, which is generally a neutral to slightly positive event as it aligns interests. However, the director's lack of direct pecuniary interest in the granted shares for Section 16 purposes, due to the arrangement with 325 Capital, introduces a slight complexity.

Positives

• The grant of fully vested restricted stock units to a director indicates continued alignment of interests with the company's performance.
• The transaction was conducted under a Rule 10b5-1 plan, demonstrating a pre-arranged and compliant approach to equity transactions.

Negatives

• No direct pecuniary interest for Mr. Friedberg in the granted shares for Section 16 purposes, as they are held on behalf of 325 Capital or its affiliates, which might dilute the direct incentive for the individual director.

Risks

• The complex beneficial ownership structure, involving multiple entities (325 Capital Master Fund LP, 325 Capital GP, LLC, 325 Capital LLC) and individuals, could lead to perceived opacity in ultimate control or influence.
• The disclaimer of beneficial ownership by reporting persons except to the extent of their pecuniary interest highlights the intricate nature of ownership attribution under Section 16.

Future Outlook

This filing is a transaction report and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325.
• For purposes of Section 16 of the Exchange Act, each of the Reporting Persons (other than Mr. Friedberg) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions and does not provide specific insights into broader industry trends or competitive landscape. It reflects an internal equity compensation and ownership structure within MultiSensor AI Holdings, Inc.

Corporate Governance

Related Party Transactions

• The grant of 31,008 shares to Daniel M. Friedberg, a director and managing member of 325 Capital LLC, is structured such that the shares are held on behalf of 325 Capital or its affiliates, with proceeds remitted to them. This constitutes a related party transaction between the Issuer, Mr. Friedberg, and 325 Capital.

Stakeholder Impact

• Shareholders: The transaction demonstrates continued involvement of a significant institutional investor (325 Capital) and its director designee, potentially signaling confidence. The use of an incentive plan for director compensation is a standard practice.
• Management/Directors: Daniel M. Friedberg receives equity compensation, though his direct pecuniary interest is transferred to 325 Capital, which he is a managing member of.

Key Dates

Keywords

MultiSensor AI Holdings, MSAI, Daniel Friedberg, 325 Capital, SEC Form 4, Insider Transaction, Stock Grant, Beneficial Ownership, Director Compensation, Restricted Stock Units, Rule 10b5-1