Revenue Performance - 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[5] - Total 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[5] Net Loss and Financial Improvement - 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[5] - The company reported a net loss of $11.713 million for the year ended December 31, 2025, compared to a net loss of $21.495 million in 2024, indicating an improvement of approximately 45.5%[13] Cash Position and Financing Activities - 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[5] - Cash, cash equivalents, and restricted cash equivalents at the end of the period totaled $24.465 million, significantly up from $4.508 million at the end of 2024, marking a 442.5% increase[13] - The company generated $30.872 million from the issuance of common stock and pre-funded warrants, up from $22.784 million in 2024, representing a 35.5% increase in financing activities[13] Operating Expenses and Cash Flow - The total operating expenses for the year ended December 31, 2025, were $14.4 million, a decrease from $21.4 million in 2024[10] - Net cash used in operating activities was $8.020 million, a reduction from $15.567 million in the previous year, reflecting a 48.6% decrease in cash outflow[13] - The company experienced a net cash outflow of $1.607 million from investing activities, an improvement from $2.667 million in 2024, indicating a 39.7% decrease in cash used[13] Asset Growth - The company's total assets increased to $35.5 million as of December 31, 2025, compared to $15.5 million as of December 31, 2024[11] Sensor Deployment and Business Development - Approximately 730 active sensors were connected to the MSAI Connect platform as of December 31, 2025, representing a 59% increase year over year from approximately 460 sensors as of December 31, 2024[5] - The company received over $1.5 million in purchase orders in Q4 2025 from a large global distributor customer, which will increase the number of sensors deployed in their facilities[5] - Initial deployments at Manchester Airport for baggage-handling operations were completed in Q1 2026, following new pilot purchase orders received in Q4 2025[5] - The company began discussions to pilot solutions with several large data center owners and operators, receiving its first purchase order for a pilot implementation shortly after year-end[5] Cost Reductions - Capital expenditures decreased to $1.631 million from $2.667 million in 2024, showing a reduction of 38.8%[13] - The company recorded a $511 thousand inventory impairment in 2025, down from $2.272 million in 2024, indicating a 77.5% decrease[13] - Share-based compensation expenses were $1.665 million, a decrease from $3.382 million in the previous year, reflecting a 50.7% reduction[13] Changes in Financial Liabilities - The company had a change in fair value of convertible notes with no impact in 2025, compared to a $475 thousand impact in 2024, indicating a significant change in financial liabilities[13]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40916 MultiSensor AI Holdings, Inc. (Exact name of Registrant as specified in its Charter) Delaware (State or other jurisdiction of incorporation or organization) 24 Greenway Plaza Suite 1800 Houston, Texas (Address of principal executive offices) (I.R.S. ...

Core Insights - MultiSensor AI Holdings, Inc. is transitioning from a hardware-centric model to an integrated, subscription-driven solutions platform, focusing on early threat detection and condition-based monitoring [2] - The company reported a significant increase in recurring software revenue and a narrowed net loss, indicating improved financial health and operational focus [2] Financial Highlights - For the year ended December 31, 2025, the company generated net revenue of $5.6 million, a decrease of 25% from $7.4 million in 2024 [10] - Software revenue increased by 88% to $1.9 million in 2025, compared to $1.0 million in 2024 [10] - The net loss for 2025 was $11.7 million, a decrease of 46% from $21.5 million in 2024 [10] - Cash position improved significantly, reaching $24.4 million as of December 31, 2025, up 459% from $4.4 million in 2024 [10] Strategic Business Highlights - The company received over $1.5 million in purchase orders in Q4 2025 from a large global distributor, which will enhance sensor deployment [10] - MultiSensor AI's platform was selected by Manchester Airport Group to improve baggage-handling operations, with initial deployments completed in Q1 2026 [10] - Discussions for pilot implementations are underway with several large data center owners, with the first purchase order received shortly after year-end [10] - The number of active sensors connected to the MSAI Connect platform increased by 59% year-over-year, from approximately 460 to 730 [10] Operational Metrics - Total operating expenses for 2025 were $14.4 million, down from $21.4 million in 2024, reflecting cost optimization efforts [9] - The company reported an operating loss of $12.0 million for 2025, an improvement from an operating loss of $18.9 million in 2024 [9] - The weighted-average shares outstanding increased from 20,119,161 in 2024 to 37,348,581 in 2025, impacting net loss per share, which remained at $(0.31) for both years [11]

Company Overview - MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) specializes in early threat detection and condition-based monitoring solutions [1] - The company utilizes a unified edge-to-cloud software architecture to deliver AI-powered analytics for asset reliability and performance [3] - MultiSensor AI integrates various sensing modalities, including thermal, visual, and vibration, to identify different modes of asset failure [3] Upcoming Event - MultiSensor AI will participate in the 38th Annual ROTH Conference from March 22-24, 2026 [1] - Company executives will be available for one-on-one meetings with investors during the conference [1] - Management will focus on the company's commercial developments, product enhancements, and overall strategy [1] About ROTH - ROTH is an investment bank that serves growth companies and their investors, providing a range of services including capital raising and equity research [4] - The firm is headquartered in Newport Beach, California, and operates offices throughout the U.S. [4]

Core Insights - MultiSensor AI Holdings, Inc. has appointed Todd McKellar as Vice President, Global Sales, effective February 23, 2026, to enhance its sales strategy and revenue growth [1][3]. Group 1: Leadership Appointment - Todd McKellar brings over 20 years of experience in revenue growth and strategic partnerships within AI-driven and SaaS technology platforms [2]. - His role will focus on leading the global sales organization to build a scalable revenue engine for MultiSensor AI's solutions [3]. Group 2: Strategic Goals - The appointment aligns with the company's strategic priorities to convert market demand into durable bookings and long-term revenue performance [4]. - MultiSensor AI aims to increase subscription-driven revenue and expand its global commercial footprint, supported by enhanced leadership across various functions [4]. Group 3: Company Overview - MultiSensor AI develops integrated condition monitoring and early threat detection solutions using a unified edge-to-cloud software architecture [6]. - The platform utilizes multiple sensing modalities to detect various modes of asset failure, enhancing safety and extending the useful life of critical assets [6].

Core Viewpoint - MultiSensor AI Holdings, Inc. has postponed its special meeting of stockholders from December 15, 2025, to December 19, 2025, while maintaining the same proposals for voting [1][3]. Company Information - MultiSensor AI Holdings, Inc. specializes in AI-powered industrial condition-based maintenance and process control solutions, utilizing intelligent multi-sensing platforms that integrate edge and cloud software [5]. - The company's solutions leverage data from various sensors, including thermal imagers, visible and acoustic imagers, vibration, and laser spectroscopy sensors, aimed at protecting critical assets and minimizing unplanned downtime [5].

Core Insights - MultiSensor AI Holdings, Inc. reported financial results for Q3 2025, highlighting progress in operational excellence and growth initiatives [1][2] - The company is focused on enhancing its recurring revenue base and transitioning to integrated, solution-oriented offerings [2] Financial Highlights - Q3 2025 revenue was $1.6 million, consistent with Q3 2024, and increased by $0.2 million, or 11%, quarter over quarter [7] - Software revenue reached $0.6 million, marking a 114% increase compared to Q3 2024 and a 54% increase quarter over quarter [7] - Gross margin was 64%, a decrease of 3% year over year but an increase of 40% quarter over quarter [7] - The net loss for Q3 2025 was $1.7 million, down by $6.5 million, or 80%, year over year, and down by $1.6 million, or 50%, quarter over quarter [7] Strategic Business Highlights - The company has realigned its solutions into two offerings: Early Threat Detection (ETD) and Reliability Maintenance Engineering (RME) [7] - MSAI launched the MSAI Hub, an edge gateway designed to simplify installation [7] - The company is focusing on the Data Center market, particularly on Electrical Panel Monitoring (EPM) and ETD applications [7] - As of September 30, 2025, approximately 665 active sensors were connected to the MSAI Connect platform, a 9% increase quarter over quarter and a 167% increase year over year [7]

Financial Performance - Third quarter revenue was $1.6 million, consistent with Q3 2024, representing an increase of $0.2 million, or 11%, quarter over quarter[5] - Software revenue grew to $0.6 million in Q3 2025, an increase of $0.3 million, or 114%, compared to Q3 2024, and an increase of $0.2 million, or 54%, quarter over quarter[5] - Gross margin was 64% in Q3 2025, a decrease of 3% compared to Q3 2024, but an increase of 40% quarter over quarter[5] - Third quarter net loss was $1.7 million, a decrease of $6.5 million, or 80%, compared to Q3 2024, and a decrease of $1.6 million, or 50%, quarter over quarter[5] Operational Highlights - Approximately 665 active sensors were connected to the MSAI Connect platform as of September 30, 2025, a 9% increase quarter over quarter and a 167% increase year over year[5] - The company has realigned its solutions under two offerings: Early Threat Detection (ETD) and Reliability Maintenance Engineering (RME), simplifying its go-to-market strategy[5] - MSAI successfully implemented ETD and RME solutions in the U.S. with a global distribution leader, marking the first wave of North American deployments[5] - The company is focusing on Electrical Panel Monitoring (EPM) and ETD applications in the Data Center market, initiating pilot discussions with large data center owners[5] Financial Strategy - The company announced two capital raises totaling approximately $26 million, net of offering expenses, enhancing financial flexibility for focused investment[2] - Strategic targeted cost optimization initiatives were executed to align the expense base with current operations, contributing to the decrease in operating expenses and net loss[5]

Financial Performance - Total revenue for Q3 2025 was $1,574,000, a decrease of 1.75% from $1,602,000 in Q3 2024[18]. - Net loss for Q3 2025 was $1,677,000, compared to a net loss of $8,195,000 in Q3 2024, representing an improvement of 79.5%[18]. - Operating loss for Q3 2025 was $1,694,000, compared to an operating loss of $8,675,000 in Q3 2024, an improvement of 80.5%[18]. - Basic net loss per share for Q3 2025 was $(0.05), compared to $(0.34) for Q3 2024, an improvement of 85.3%[18]. - For the nine months ended September 30, 2025, the company reported a net loss of $9,435,000, an improvement from a net loss of $18,510,000 for the same period in 2024[23]. - Total revenue for the nine months ended September 30, 2025, was $4,163,000, down 30.7% from $6,002,000 in the same period of 2024[38]. - Hardware revenue for the nine months ended September 30, 2025, was $2,480,000, a decrease of 48.6% compared to $4,822,000 in 2024[38]. - For the three months ended September 30, 2025, net revenue was $1.574 million, a decrease of 2% from $1.602 million in the same period in 2024, primarily due to reduced hardware sales offset by a 114% increase in software revenue[100]. - The net loss for the nine months ended September 30, 2025, was $9,435 million, a reduction of 49% from $18,510 million in 2024[107]. Assets and Liabilities - Total current assets decreased to $6,809,000 as of September 30, 2025, down from $10,516,000 as of December 31, 2024, a decline of 35.7%[17]. - Total assets decreased to $11,871,000 as of September 30, 2025, down from $15,478,000 as of December 31, 2024, a decline of 23.5%[17]. - Shareholders' equity decreased to $8,279,000 as of September 30, 2025, down from $12,288,000 as of December 31, 2024, a decline of 32.5%[17]. - The company had contract liabilities of $1,675,000 as of September 30, 2025, compared to $483,000 as of December 31, 2024[39]. - Cash and cash equivalents decreased to $1,064,000 as of September 30, 2025, down from $4,358,000 as of December 31, 2024, a decline of 75.6%[17]. - Cash, cash equivalents, and restricted cash equivalents at the end of the period were $1,164,000, down from $8,633,000 at the end of the previous year[23]. Operating Expenses - Total operating expenses for Q3 2025 were $2,702,000, down from $7,706,000 in Q3 2024, a decrease of 64.9%[18]. - Selling, general and administrative expenses decreased by 65% to $2.164 million for the three months ended September 30, 2025, down from $6.098 million in 2024, mainly due to a reduction in professional fees and payroll expenses[102]. - Total operating expenses for the nine months ended September 30, 2025, were $11.666 million, a decrease of 34% from $17.577 million in 2024[107]. Cash Flow - The company’s total cash used in operating activities for the nine months ended September 30, 2025, was $(5,783,000), an improvement from $(12,510,000) in 2024[23]. - Net cash used in operating activities decreased to $(5,783) thousand for the nine months ended September 30, 2025, from $(12,510) thousand in the same period of 2024, reflecting strategic cost optimization initiatives[134]. - Net cash provided by financing activities was $3,683 thousand for the nine months ended September 30, 2025, a decrease of $17,905 thousand compared to $21,588 thousand in the same period of 2024[136]. - The company reported a net cash decrease of $(3,344) thousand for the nine months ended September 30, 2025, compared to an increase of $7,478 thousand in the same period of 2024[133]. Financing Activities - The company completed a private placement and registered direct offering of common stock to raise an aggregate gross amount of $28,400,000 after September 30, 2025[31]. - The company raised approximately $13.6 million in net proceeds from a registered direct offering that closed on November 5, 2025[131]. - The company entered into a common stock purchase agreement allowing it to sell up to $25 million worth of common stock, but did not utilize this agreement during the three months ended September 30, 2025[123]. - The company utilized its equity line of credit to sell 1,791,732 shares for cash proceeds of $4,657 during the nine months ended September 30, 2025, compared to only 23,999 shares for $58 in the same period of 2024[63]. Business Operations - The company is focused on enhancing its predictive maintenance solutions in the distribution and logistics market to minimize unplanned downtime and reduce costs[94]. - The company is engaged in pilot programs with two major automakers for lithium-ion battery pack monitoring, indicating ongoing collaboration in the manufacturing sector[94]. - Discussions have begun to pilot MSAI Connect solutions with several large data center owners and operators, indicating expansion into the data center market[95]. - As of September 30, 2025, the Company had approximately 665 active sensors connected to its cloud-based software platform, representing a 9.2% increase quarter over quarter and a 167% increase year over year[93]. Risk Factors and Concerns - The company expects to continue incurring losses or limited income in the future, raising substantial doubt about its ability to continue as a going concern[30]. - The company has substantial doubt about its ability to continue as a going concern for the next twelve months due to recurring losses and uncertainty in obtaining shareholder approval for financing[122]. - The company has not experienced any material changes in its risk factors since the 2024 Annual Report[152]. Corporate Governance - The company is classified as an "emerging growth company" and has opted out of extended exemptions, committing to comply with new accounting standards as required for non-emerging growth companies[142]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements as long as its non-affiliate common stock is below $250 million[143]. - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2025[147]. - There are no ongoing legal proceedings that would materially affect the company's business or financial condition[151]. - The company has not defaulted on any senior securities[154]. - The company has filed multiple certifications and agreements related to its financial reporting and governance[159].

Core Insights - MultiSensor AI Holdings Inc. (NASDAQ:MSAI) is recognized as a promising tech stock by Wall Street analysts, with a Buy rating and a price target of $3 set by D. Boral Capital analyst Jason Kolbert [1][2] - The company's Q2 2025 results indicate a strategic shift towards becoming a hardware-agnostic, solution-focused provider, which is further supported by recent deployment news with a significant global distributor [1][2] Company Developments - On October 14, 2025, MultiSensor AI announced the initial implementations of its solutions in the US in collaboration with a leading global distributor in logistics and e-commerce [2] - The company specializes in building and deploying intelligent multi-sensing platforms that integrate edge and cloud software solutions utilizing AI technology, both domestically and internationally [2]