MultiSensor AI Holdings enters private placement agreement

Item 1.01 Entry into a Material Definitive

Agreement.

Placement Agreement

On October 24,

2025, MultiSensor AI Holdings, Inc. (the "Company") entered into a placement agency agreement (the "Placement

Agreement") with Roth Capital Partners, LLC ("Roth"), pursuant to which the Company engaged Roth to act as the exclusive placement agent¹ in connection with a private placement of (i) an aggregate of 34,229,826 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (ii) warrants (the "Warrants") to purchase up to 68,459,652 shares of Common Stock (collectively, the "Private Placement"). Pursuant to the Placement Agreement, the Company agreed to pay Roth a cash fee equal to 5.0% of the gross proceeds¹ received by the Company from the Private Placement.

The Placement Agreement contains customary representations, warranties and agreements² by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and termination provisions. The foregoing description of the Placement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

Securities Purchase Agreement

On

October 24, 2025 (the "Subscription Date"), the Company entered into a securities purchase agreement (the "Purchase Agreement") with 325 Capital, LLC (collectively with its affiliates, "325 Capital") and certain other accredited investors (collectively with 325 Capital, the "Investors"), pursuant to which it agreed to sell to the Investors (i) the Shares at a purchase price of $0.409 per share and (ii) the Warrants, with an exercise price of $0.409 per share, for an aggregate purchase price of $14.0 million before deducting placement agent fees and offering expenses³. Pursuant to the Purc

Item 3.02 Unregistered Sales of Equity

Securities.

The information set forth in Item 1.01 relating to the Private Placement and in Item 5.03 relating to the Preferred Stock is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On⁴

October 27, 2025, the Company filed a Certificate of Designations for the Preferred Stock⁴ with the Secretary of State of the State of Delaware (the "Certificate of Designation"), which became effective upon filing. The Preferred Stock is pari passu with the Common Stock⁴, having the same dividend and liquidation rights (on an as-converted basis) as the Common Stock. The shares of the Preferred Stock are convertible on a one-for-1,000 basis⁵ (adjustable for certain recapitalizations and similar events) into shares of Common Stock (i) at the holder's request as long as the conversion does not cause such holder's beneficial ownership of Common Stock to exceed the Maximum Ownership Limitation⁵, and (ii) automatically upon transfer as long as such transfer does not cause the transferee's beneficial ownership of Common Stock to exceed the Maximum

Ownership Limitation. Except as otherwise required by law, the Preferred Stock has no voting rights⁶.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.