Management Change/Compensation Form 8 K

Interim President Appointment

On January 6, 2025, the Board of Directors (the "Board") of MultiSensor AI Holdings, Inc. (the "Company") appointed Stuart V. Flavin III, the Company's Interim Chief Executive Officer, to also serve as the Company's Interim President, effective January 6, 2025 (the "Effective Date"). Steven Winch, the Company's President, transitioned out of this position on the Effective Date but remains a member on the Board and will continue to serve as an employee of the Company in the role of Senior Advisor through a 90-day notice period pursuant to Mr. Winch's employment agreement, after which Mr. Winch will cease employment with the Company.

Mr. Flavin's biography was previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 27, 2024. There are no family relationships between Mr. Flavin and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions involving Mr. Flavin that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Chief Financial Officer Transition

On January 6, 2025, the Board appointed Robert Nadolny, Vice President - Controller of the Company, as the Company's Chief Financial Officer to serve as its principal financial officer and principal accounting officer as of the Effective Date, succeeding Peter Baird in these positions. Mr. Baird, the Company's Chief Financial Officer and principal financial officer and principal accounting officer, transitioned out of these positions on the Effective Date, and was appointed Chief Commercial Officer of the Company.

Mr. Nadolny, age 36, served as Vice President - Controller of the Company from August 2024 to January 2025. Prior to joining the Company, from August 2011 to August 2024, Mr. Nadolny served in various roles with increasing responsibility, most recently as Senior Manager at Ernst & Young, LLP ("EY"), and from 2018 to 2020 also served as the firm's Global Assurance Technology Sector Resident. During his tenure at EY, Mr. Nadolny assisted clients in assessing their financial statements and internal control environments, analyzed financial forecasts and models, and developed analytic solutions to enhance audit efficiency and provide valuable insights. Mr. Nadolny is a Certified Public Accountant ("CPA"), holding an active CPA license in Texas and California. Mr. Nadolny received a Bachelor's degree in Business Administration and a Master's degree in Professional Accounting from the University of Texas at Austin McCombs School of Business.

There are no family relationships between Mr. Nadolny and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions involving Mr. Nadolny that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company expects Mr. Nadolny to enter into the Company's standard indemnification agreement for officers.