Board shakeup at Powerfleet (NASDAQ: AIOT) as new chairman appointed

Rhea-AI Filing Summary

Powerfleet, Inc. reported that director Michael Brodsky resigned from its board of directors, effective January 30, 2026. The company later announced that Mr. Martin has been appointed as Chairman of the Board, signaling a change in board leadership.

The company disclosed these governance changes in connection with a press release dated February 3, 2026, which is included as an exhibit. The filing focuses solely on board composition and leadership changes, without providing financial results or operational updates.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2026

POWERFLEET, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39080		83-4366463
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

123 Tice Boulevard, Woodcliff Lake, New Jersey		07677
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (201) 996-9000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		AIOT		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2026, Michael Brodsky notified the board of directors (the “Board”) of Powerfleet, Inc. (the “Company”) of his resignation as a director of the Company, effective immediately.

Item 8.01. Other Events.

On February 3, 2026, the Company issued a press release announcing Mr. Brodsky’s resignation as a director of the Company and the appointment of Mr. Martin as Chairman of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated February 3, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POWERFLEET, INC.
	By:	/s/ Steve Towe
	Name:	Steve Towe
	Title:	Chief Executive Officer
Date: February 3, 2026

FAQ

What board change did Powerfleet (AIOT) disclose in this 8-K?

Powerfleet disclosed that director Michael Brodsky resigned from its board, effective January 30, 2026. The company also announced that Mr. Martin was appointed as Chairman of the Board, reflecting a shift in board leadership responsibilities at Powerfleet.

When did Michael Brodsky resign from Powerfleet (AIOT)’s board of directors?

Michael Brodsky resigned from Powerfleet’s board of directors effective January 30, 2026. His resignation was formally communicated to the board on that date and later reported in the company’s current report, highlighting a change in the board’s composition.

Who is the new Chairman of the Board at Powerfleet (AIOT)?

Powerfleet appointed Mr. Martin as Chairman of the Board, as announced in a press release dated February 3, 2026. This appointment follows the resignation of director Michael Brodsky and represents a transition in the company’s board leadership structure.

How did Powerfleet (AIOT) communicate Michael Brodsky’s resignation publicly?

Powerfleet communicated Michael Brodsky’s resignation through a press release dated February 3, 2026. The company attached this press release as Exhibit 99.1 to its current report, making the information publicly available to shareholders and other interested parties.

Does this Powerfleet (AIOT) filing include financial results or earnings data?

This filing focuses on governance changes, specifically the resignation of director Michael Brodsky and the appointment of Mr. Martin as Chairman. It does not provide financial results, earnings data, or operational performance metrics, centering instead on board and leadership matters.

What exhibits are attached to Powerfleet (AIOT)’s current report?

Powerfleet attached a press release dated February 3, 2026 as Exhibit 99.1, describing the director resignation and new Chairman appointment. It also included the Cover Page Interactive Data File as Exhibit 104, embedded within the Inline XBRL document for reporting purposes.