Form 4: MultiSensor AI Director Receives Stock Grant, Reinforcing 325 Capital's Stake

A recent SEC Form 4 filing reveals MultiSensor AI Holdings, Inc. director Daniel M. Friedberg received a grant of 36,563 shares of common stock, which are held on behalf of 325 Capital, a significant shareholder.

Summary

• Daniel M. Friedberg, a director and 10% owner of MultiSensor AI Holdings, Inc. (MSAI), was granted 36,563 shares of fully vested restricted stock units on June 30, 2025.
• The shares were granted in his capacity as a director pursuant to the Issuer's 2023 Incentive Award Plan.
• The price per share for the grant was calculated at $0.55, based on the closing price on June 27, 2025.
• Mr. Friedberg holds these securities on behalf of 325 Capital or its affiliates, and disclaims direct pecuniary interest for Section 16 purposes.
• Following this transaction, Mr. Friedberg directly holds 70,199 shares, while 325 Capital Master Fund LP indirectly holds 1,481,868 shares, and 325 Capital LLC indirectly holds 7,893,132 shares.
• The total beneficial ownership reported by the collective Reporting Persons (including Mr. Friedberg, 325 Capital Master Fund LP, 325 Capital GP, LLC, 325 Capital LLC, Michael Braner, and Anil Shrivastava) encompasses these shares.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents a routine director compensation and aligns the interests of a key director and significant shareholder (325 Capital) with the company's performance, without indicating any negative events or concerns.

Positives

• The grant of shares to a director aligns management's interests with those of shareholders, particularly given the shares are held by a significant institutional investor (325 Capital) with board representation.
• The transaction is part of a pre-existing incentive award plan, indicating a structured approach to director compensation and governance.

Future Outlook

This Form 4 filing is a report of an insider transaction and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Daniel M. Friedberg was granted 36,563 shares of fully vested restricted stock units in his capacity as a director of the Issuer, pursuant to the Issuer's 2023 Incentive Award Plan.
• Any equity-based securities awarded to Mr. Friedberg as a director will be held by him on behalf of 325 Capital or its affiliates, transferred to them, and/or sold with proceeds remitted to them, as directed by 325 Capital.
• Mr. Friedberg does not have a direct pecuniary interest in these specific securities for Section 16 purposes, but 325 Capital and Messrs. Braner, Friedberg, and Shrivastava may be deemed to have a pecuniary interest.
• 325 Capital GP is the general partner of 325 Master Fund, and 325 Capital LLC is the investment manager to 325 Master Fund and separately managed accounts (SMAs), leading to deemed beneficial ownership for the managing members.
• 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 filing details a routine insider transaction involving director compensation and beneficial ownership changes, which is common across publicly traded companies and does not inherently reflect broader industry trends.

Corporate Governance

Related Party Transactions

• The 36,563 shares granted to Daniel M. Friedberg, a director and managing member of 325 Capital, are held by him on behalf of 325 Capital or its affiliates, or will be transferred to them, or sold with proceeds remitted to them. This constitutes a related party transaction given 325 Capital's 10% ownership and Mr. Friedberg's dual roles.

Stakeholder Impact

• Shareholders: The grant of shares to a director, particularly one associated with a significant institutional investor, can be viewed positively as it aligns the interests of key stakeholders with the company's performance. The detailed disclosure provides transparency regarding beneficial ownership.

Key Dates

Keywords

MultiSensor AI Holdings, MSAI, SEC Form 4, Insider Transaction, Stock Grant, Director Compensation, Beneficial Ownership, 325 Capital, Restricted Stock Units