Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FRIEDBERG DANIEL M. 2. Issuer Name and Ticker or Trading Symbol MultiSensor AI Holdings, Inc. [MSAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Footnotes (Last) (First) (Middle) 757 THIRD AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 10/24/2025 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, $0.0001 par value per share(1) 10/24/2025 A 684,539(2)(3) A (2) 2,166,407 I By: 325 Capital Master Fund LP(4) Common stock, $0.0001 par value per share(1) 10/24/2025 A 2,800,907(2)(3) A (2) 10,694,039 I By: 325 Capital LLC(5) Common stock, $0.0001 par value per share(1) 101,207(6) D(6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to purchase common stock

$0.409

10/24/2025

A

1,369,078(2)(3)

(7)(8)

(7)

Common stock, $0.0001 par value per share(8)

1,369,078(8)

(2)

1,369,078

I

By: 325 Capital Master Fund LP(4)

Warrants to purchase common stock

$0.409

10/24/2025

A

5,601,814(2)(3)

(7)(8)

(7)

Common stock, $0.0001 par value per share(8)

5,601,814(8)

(2)

5,601,814

I

By: 325 Capital LLC(5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FRIEDBERG DANIEL M. 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY 10017	X	X		See Footnotes
325 Capital Master Fund LP 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN, E9 KY1-9008				See Footnotes
325 Capital GP, LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY 10017				See Footnotes
325 CAPITAL LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY 10017		X		See Footnotes

Signatures

/s/ Daniel M. Friedberg		10/28/2025
**Signature of Reporting Person		Date
325 Master Fund LP, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member		10/28/2025
**Signature of Reporting Person		Date
325 Capital GP, LLC, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member		10/28/2025
**Signature of Reporting Person		Date
325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member		10/28/2025
**Signature of Reporting Person		Date
/s/ Michael D. Braner		10/28/2025
**Signature of Reporting Person		Date
/s/ Anil Shrivastava		10/28/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	The shares of common stock and warrants (the "Warrants") reported acquired herein were acquired pursuant to that certain Securities Purchase Agreement, dated October 24, 2025, by and among the Issuer, 325 and the other signatories thereto (the "SPA") in connection with a private placement by the Issuer (the "Private Placement"). Pursuant to the SPA, 325 Master Fund and the SMAs (as defined below) agreed to purchase, in the aggregate, in a transaction exempt from Section 16 pursuant to Rule 16b-3, (i) 17,114,912 shares of common stock at a purchase price of $0.409 per share and (ii) Warrants to purchase 34,229,824 shares.
(3)	Pursuant to the SPA, 325 Master Fund and the SMAs agreed to purchase a number of shares equal to 19.99% of the number of shares issued and outstanding immediately prior to the execution of the SPA (the "Initial Shares") and Warrants to purchase up to a number of shares equal to 200% of the Initial Shares at an initial closing (the "Initial Closing"), which is expected to occur in the near future. The remaining shares and Warrants will be issued upon the Issuer's receipt of stockholder approval of the Private Placement (the "Stockholder Approval"). In connection with the Initial Closing, (a) 325 Master Fund will acquire 684,539 Shares and 1,369,078 Warrants, and (b) the SMAs will acquire an aggregate of 2,800,907 Shares and 5,601,814 Warrants.
(4)	Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
(5)	Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.
(6)	Mr. Friedberg serves as a director designee of 325 on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. Friedberg in his capacity as a director of the Issuer will be held by Mr. Friedberg on behalf of 325 or its affiliates, transferred by Mr. Friedberg to 325 or its affiliates, and/or sold by Mr. Friedberg, with the proceeds of such sale to be remitted to 325 or its affiliates, in each case as directed by 325. Accordingly, Mr. Friedberg does not have a direct pecuniary interest in these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to have a pecuninary interest in these securities for purposes of Section 16 of the Exchange Act pursuant to the foregoing sentence.
(7)	The Warrants are not exercisable unless and until the Issuer obtains the Stockholder Approval and expire five years from the date of issuance.
(8)	The SPA and the Warrants provide that each Warrant holders beneficial ownership of shares, including after taking into account the full exercise of such holder's Warrant, shall in no event exceed 49.5% of the issued and outstanding shares (the "Maximum Ownership Limitation"). Pursuant to the Warrants, in the event that holder's Warrant is not exercisable for shares due to the beneficial ownership of such holder exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares for which the Warrant is exercisable.
Remarks: Mr. Friedberg, a managing member of 325, is a director of the Issuer. For purposes of Section 16 of the Exchange Act, each of the Reporting Persons (other than Mr. Friedberg) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

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