Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

Equity Line of Credit

As previously disclosed, on April 16, 2024, MultiSensor AI Holdings, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with B. Riley Principal Capital II, LLC ("B. Riley Principal Capital II") providing the Company with the option to sell B. Riley Principal Capital II up to $25.0 million of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), subject to certain limitations and conditions set forth in the Purchase Agreement.

Effective February 2, 2026, the Company terminated the Purchase Agreement pursuant to Section 8.2 thereof. Prior to the termination, the Company sold 1,814,731 shares of Common Stock pursuant to the Purchase Agreement for cash proceeds of approximately $4.7 million. The Company is not subject to any termination penalties in connection with the termination of the Purchase Agreement.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 17, 2024.

At-the-Market Offering

As previously disclosed, on March 28, 2025, the Company entered into an at-the-market issuance sales agreement (the "Sales Agreement") with B. Riley Securities, Inc. ("B. Riley Securities") acting as sales agent with respect to the issuance and sale of up to $8.6 million of shares of the Company's Common Stock, from time to time, in an at-the-market offering.

Effective February 2, 2026, the Company terminated the Sales Agreement pursuant to Section 13(b) thereof. Prior to termination, the Company sold 151,072 shares of Common Stock under the Sales Agreement for cash proceeds of approximately $115,793. The Company is not subject to any termination penalties in connection with the termination of the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed on March 28, 2025.