Executive at Powerfleet (AIOT) has shares withheld to cover tax obligations

Rhea-AI Filing Summary

Powerfleet, Inc. Chief Innovation Officer Michael Joseph Powell had 3,042 shares of common stock withheld on January 7, 2026 at a value of $5.25 per share to cover tax withholding obligations tied to previously granted restricted stock vesting. According to the disclosure, no shares were sold in the market on that date. After this tax-withholding disposition, Powell directly owned 76,072 shares of Powerfleet common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Powell Michael Joseph

(Last) (First) (Middle)

C/O POWERFLEET, INC.

123 TICE BOULEVARD

(Street)

WOODCLIFF LAKE NJ 07677

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Powerfleet, Inc. [ AIOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Innovation Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, par value $0.01 per share	01/07/2026		F		3,042(1)	D	$5.25	76,072	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. These shares were withheld by Powerfleet, Inc. to satisfy tax withholding obligations upon the vesting of restricted stock awards previously made to the reporting person. The reporting person did not sell any shares on the transaction date.

	/s/ David Wilson, as Attorney-In-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Powerfleet (AIOT) report for Michael Joseph Powell?

Powerfleet reported that Michael Joseph Powell had 3,042 shares withheld to satisfy tax obligations upon vesting of restricted stock. The filing specifies this was a tax-withholding disposition and not an open-market sale of shares.

Did Powerfleet (AIOT) executive Michael Joseph Powell sell any shares in this Form 4?

No, the filing states Powell did not sell any shares on the transaction date. Instead, 3,042 shares were withheld by Powerfleet to cover tax withholding obligations related to previously granted restricted stock vesting.

How many Powerfleet (AIOT) shares were withheld for taxes in this Form 4?

The Form 4 shows that 3,042 shares of Powerfleet common stock were withheld. These shares were used to satisfy tax withholding obligations arising from the vesting of restricted stock awards previously granted to Michael Joseph Powell.

What was the price per share used in the Powerfleet (AIOT) tax-withholding transaction?

The tax-withholding disposition used a price of $5.25 per share for the 3,042 withheld shares. This value is reported in the Form 4 as the transaction price per share for the non-derivative common stock.

How many Powerfleet (AIOT) shares does Michael Joseph Powell own after this Form 4 transaction?

After the tax-withholding disposition, Michael Joseph Powell directly owned 76,072 shares of Powerfleet common stock. This post-transaction ownership figure is reported in the Form 4 under total shares following the transaction.

What does transaction code "F" mean in the Powerfleet (AIOT) Form 4?

Transaction code "F" in this Form 4 indicates a tax-withholding disposition. It reflects payment of exercise price or tax liability by delivering securities, not an open-market purchase or sale by the reporting person.