Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

At the Market Sales Agreement

On March 13, 2026, MultiSensor AI Holdings, Inc., a Delaware corporation (the "Company") entered into an at market issuance sales agreement (the "Sales Agreement") with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC, as sales agents or principals (the "Agents"), under which the Company may offer and sell shares of the Company's common stock, par value $0.0001 per share, having an aggregate market value of up to $60,000,000 from time to time through the Agents (the "Offering").

Sales of common stock under the Sales Agreement, if any, will be in "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through The Nasdaq Capital Market or on any other existing trading market for the Company's common stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Agents are not required to sell any specific number or dollar amount of securities, but will use their commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Agents and the Company. The Sales Agreement sets parameters for the sale of shares of the Company's common stock, including the maximum number or amount of shares to be sold, the time period during which sales may be made, any limitation on the number or amount of shares that may be sold in any one trading day, and any minimum price below which sales may not be made. The Company intends to use the net proceeds from sales of common stock under the Sales Agreement, if any, for working capital and general corporate purposes.

The Sales Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions pursuant to which the Company has agreed to indemnify the Agents against certain specified liabilities. The Company will pay the Agents a commission at a rate of up to 3.0% of the gross sales proceeds from sales of common stock under the Sales Agreement. The offering of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sales Agreement or (ii) the termination of the Sales Agreement by the Agents or the Company in accordance with the terms of the Sales Agreement.

Offers and sales of shares of common stock by the Company, if any, under the Sales Agreement, will be made through a prospectus supplement, dated March 13, 2026, and an accompanying base prospectus, dated January 30, 2025, contained therein (the "Prospectus Supplement"), which together form a part of the Company's shelf registration statement on Form S-3 (File No. 333-284437), initially filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on January 23, 2025, and declared effective by the SEC on January 30, 2025.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the opinion of Haynes and Boone, LLP relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

Amendment to Securities Purchase Agreement

In connection with the Offering, on March 12, 2026, the Company and certain investors party to that certain Securities Purchase Agreement, dated October 24, 2025 (as amended, the "Securities Purchase Agreement"), entered into an amendment to the Securities Purchase Agreement (the "Amendment") to permit the Offering.