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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): June 30, 2026
POWERFLEET,
INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39080 |
|
83-4366463 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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
8.01. Other Events.
On
June 30, 2026, Powerfleet, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors
has authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $30
million of the Company’s outstanding shares of common stock over the next 24 months. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
stock repurchase program provides the Company with flexibility to repurchase shares opportunistically as part of its broader capital
allocation strategy. Repurchases under the stock repurchase program may be made at any time or from time to time through open market
purchases, privately negotiated transactions or other legally permissible means, in each case in accordance with all applicable laws
and regulations in effect from time to time, including, without limitation, Rule 10b-18 promulgated under the Securities Exchange Act
of 1934, as amended. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including market conditions,
applicable legal requirements, and the Company’s financial condition and capital allocation priorities, and will be subject to
obtaining any required lender consent under the Company’s credit facilities. The stock repurchase program does not obligate the
Company to repurchase any specific number of shares or any shares at all and may be modified, suspended or discontinued at any time.
Cautionary
Note Regarding Forward-Looking Statements
This
report, including Exhibit 99.1, contains forward-looking statements within the meaning of federal securities laws. The Company’s
actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions. These forward-looking statements include, without limitation, the Company’s expectations
with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance,
as well as the Company’s expectations regarding the implementation, timing, amount and potential benefits of its stock repurchase
program, including the timing, manner, price and amount of any repurchases, and its capital allocation strategy. Forward-looking statements
involve significant known and unknown risks, uncertainties and other factors, which may cause their actual results, performance or achievements
to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements.
All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors
are outside the Company’s control and are difficult to predict. The risks and uncertainties referred to above include, but are
not limited to, risks related to: (i) the possibility that the Company may not fully realize the anticipated benefits of its acquisitions
and ongoing business transformation initiatives; (ii) significant losses, accumulated deficits and an inability to achieve or sustain
profitability; (iii) future global economic, political and business conditions, including inflation, interest rate increases, foreign
exchange instability, geopolitical conflicts, sanctions, export controls and the potential imposition of tariffs; (iv) the commercial,
financial, reputational and regulatory risks to the Company’s business associated with operating across multiple geographies, including
exposure to foreign exchange fluctuations and economic instability in certain emerging markets; (v) disruptions in the Company’s
global supply chain, performance issues or failures by subcontractors, and reliance on a limited number of suppliers for critical components
and services; (vi) the loss of any of the Company’s key customers, reductions in customer demand or purchasing levels, and reliance
on third-party channel partner relationships, including telecommunication companies and regional distributors; (vii) changes in technology,
products and customer expectations, which may be more rapid, costly or difficult to address, or less effective, than anticipated; (viii)
risks associated with the deployment and use of artificial intelligence and machine learning technologies, including operational, legal,
regulatory and reputational risks arising from their development, use or outputs; (ix) potential breaches, disruptions or failures of
the Company’s information technology systems, including risks that could impair operations, customer access to services, or vendor
and customer relationships; (x) our inability to adequately protect the Company’s intellectual property rights or defend against
third-party intellectual property claims; (xi) the Company’s ability to obtain additional capital to fund its operations; and (xii)
such other factors as are set forth in the periodic reports filed by the Company with the Securities and Exchange Commission (“SEC”),
including but not limited to those described under the heading “Risk Factors” in its annual reports on Form 10-K, quarterly
reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results
may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of
these forward-looking statements.
The
forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable
securities law, the Company assumes no obligation, nor does the Company intend to publicly update or revise any forward-looking statements
to reflect subsequent events or circumstances.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated June 30, 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/ David
Wilson |
| |
Name: |
David
Wilson |
| |
Title: |
Chief
Financial Officer |
Date:
June 30, 2026
Exhibit
99.1
Powerfleet
Announces New $30 Million Stock Repurchase Program
WOODCLIFF
LAKE, N.J. – June 30, 2026 - Powerfleet, Inc. (the “Company”) (Nasdaq: AIOT), a global leader in the artificial
intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry, announced that its board of directors has approved
a stock repurchase program, authorizing the Company to repurchase, from time to time, up to an aggregate of $30 million of the Company’s
common stock over the next 24 months.
The
stock repurchase program provides the Company with flexibility to repurchase shares opportunistically as part of its broader capital
allocation strategy. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including market conditions,
applicable legal requirements, and the Company’s financial condition and capital allocation priorities. The stock repurchase program
does not obligate the Company to repurchase any specific number of shares or any shares at all and may be modified, suspended or discontinued
at any time.
ABOUT
POWERFLEET
Powerfleet
(Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset
industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration
of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s ethos
transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and
sustained business improvement. The Company is headquartered in New Jersey, United States, with offices around the globe. Explore more
at www.powerfleet.com. Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board
of the Johannesburg Stock Exchange (JSE).
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s actual results may
differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as
predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions.
These
forward-looking statements include, without limitation, our expectations with respect to our beliefs, plans, goals, objectives, expectations,
anticipations, assumptions, estimates, intentions and future performance, as well as our expectations regarding the implementation, timing,
amount and potential benefits of our stock repurchase program, including the timing, manner, price and amount of any repurchases, and
our capital allocation strategy. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors,
which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements
expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that
could be forward-looking statements. Most of these factors are outside our control and are difficult to predict. The risks and uncertainties
referred to above include, but are not limited to, risks related to: (i) the possibility that we may not fully realize the anticipated
benefits of our acquisitions and ongoing business transformation initiatives; (ii) significant losses, accumulated deficits and an inability
to achieve or sustain profitability; (iii) future global economic, political and business conditions, including inflation, interest rate
increases, foreign exchange instability, geopolitical conflicts, sanctions, export controls and the potential imposition of tariffs;
(iv) the commercial, financial, reputational and regulatory risks to our business associated with operating across multiple geographies,
including exposure to foreign exchange fluctuations and economic instability in certain emerging markets; (v) disruptions in our global
supply chain, performance issues or failures by subcontractors, and reliance on a limited number of suppliers for critical components
and services; (vi) the loss of any of our key customers, reductions in customer demand or purchasing levels, and reliance on third-party
channel partner relationships, including telecommunication companies and regional distributors; (vii) changes in technology, products
and customer expectations, which may be more rapid, costly or difficult to address, or less effective, than anticipated; (viii) risks
associated with the deployment and use of artificial intelligence and machine learning technologies, including operational, legal, regulatory
and reputational risks arising from their development, use or outputs; (ix) potential breaches, disruptions or failures of our information
technology systems, including risks that could impair operations, customer access to services, or vendor and customer relationships;
(x) our inability to adequately protect our intellectual property rights or defend against third-party intellectual property claims;
(xi) our ability to obtain additional capital to fund our operations; and (xii) such other factors as are set forth in the periodic reports
filed by us with the Securities and Exchange Commission (SEC), including but not limited to those described under the heading “Risk
Factors” in our annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to
time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated
by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
The
forward-looking statements included in this press release are made only as of the date of this press release, and except as otherwise
required by applicable securities law, we assume no obligation, nor do we intend to publicly update or revise any forward-looking statements
to reflect subsequent events or circumstances.
Powerfleet
Investor Contacts
Carolyn
Capaccio and Jody Burfening
Alliance
Advisors IR
AIOTIRTeam@allianceadvisors.com
Powerfleet
Media Contact
Jonathan
Bates
jonathan.bates@powerfleet.com
+44
7921 242 892
