UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by Registrant x | Filed by a Party other than the Registrant ¨ |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under § 240.14a-12 |
MultiSensor AI Holdings, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
MultiSensor AI Holdings, Inc.
24 Greenway Plaza, Ste 1800
Houston, TX, 77046
SUPPLEMENT TO THE PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2026
Unless the context otherwise requires, references in this proxy statement supplement to “MultiSensor AI,” “MSAI,” the “Company,” “we,” “us,” or “our,” refer to MultiSensor AI Holdings, Inc., a Delaware corporation.
The following information supplements and amends the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) that was filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 24, 2026 and furnished to the Company’s stockholders in connection with the solicitation of proxies by the Company’s Board of Directors for the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”) and any postponement(s) or adjournment(s) thereof. This supplement to the Proxy Statement (this “Supplement”) is being filed with the SEC and being made available to stockholders on or about June 9, 2026. All capitalized terms not otherwise defined herein shall have the respective meanings as set forth in the Proxy Statement.
The Company is providing this Supplement solely to clarify the number of shares of common stock issued, outstanding and entitled to vote as of the Record Date, which appears on pages 3 and 23 of the Proxy Statement. In the Proxy Statement, the Company reported that there were 2,012,293 shares of the Company’s common stock issued, outstanding and entitled to vote as of the Record Date. The number of shares of common stock issued, outstanding and entitled to vote as of the Record Date is 2,019,434. The discrepancy in the amounts reported was due to a clerical error.
The information in this Supplement is in addition to the information provided by the Proxy Statement, and except for the changes herein, this Supplement does not modify any other information set forth in the Proxy Statement. THE PROXY STATEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Annual Meeting, we previously filed our Proxy Statement with the SEC and made available our Proxy Statement, proxy card and documents incorporated by reference to our stockholders on April 24, 2026. Before making any voting decision, you are urged to read the Proxy Statement, including the documents incorporated by reference, and all related proxy materials carefully. Copies of this Supplement, the Proxy Statement, the Company’s official notice of Annual Meeting of Stockholders and the Company’s 2025 Annual Report, the documents incorporated by reference and all other proxy materials are available at www.cstproxy.com./multisensorai/2026.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains periodic and current reports, proxy and information statements and other information regarding registrants that are filed electronically with the SEC. These documents are also available, free of charge, through the Investor Relations section of our website, which is located at https://investors.multisensorai.com/.
If you have already submitted a proxy and do not wish to change your vote, no further action is required. If you have submitted a proxy and wish to change your vote, you may revoke your proxy and change your vote as described under “Can I revoke or change my vote after I submit my proxy?” on page 6 of the Proxy Statement.