Powerfleet (NASDAQ: AIOT) CEO reports tax-withholding share dispositions

Rhea-AI Filing Summary

Powerfleet, Inc. Chief Executive Officer Steven Mark Towe reported two Form 4 transactions on July 27, 2026, in which a total of 76,272 shares of common stock were withheld by Powerfleet at $4.42 per share to satisfy tax withholding obligations upon vesting of restricted stock awards; no shares were sold in the market.

Insider Trade Summary

Net Seller: 76,272 shares

Net Sell 2 txns

Insider Towe Steven Mark

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share F1	27,313	$4.42	$121K
Tax Withholding	Common Stock, par value $0.01 per share F1	48,959	$4.42	$216K

Holdings After Transaction: Common Stock, par value $0.01 per share — 2,837,055 shares (Direct)

Footnotes (1)

1. F1. These shares were withheld by Powerfleet, Inc. to satisfy tax withholding obligations upon the vesting of restricted stock awards previously granted to the reporting person. The reporting person did not sell any shares on the transaction date.

Key Figures

Shares withheld for taxes (total): 76272 shares First tax-withholding lot: 27313.0000 shares Second tax-withholding lot: 48959.0000 shares +1 more

4 metrics

Shares withheld for taxes (total) 76272 shares Total shares related to tax-withholding dispositions on 2026-07-27

First tax-withholding lot 27313.0000 shares Common stock withheld on 2026-07-27 for tax obligations

Second tax-withholding lot 48959.0000 shares Common stock withheld on 2026-07-27 for tax obligations

Tax-withholding price $4.4200 per share Per-share value used for both tax-withholding dispositions

Key Terms

restricted stock awards, tax withholding obligations, tax-withholding disposition

3 terms

restricted stock awards financial

"upon the vesting of restricted stock awards previously granted"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

tax withholding obligations financial

"withheld by Powerfleet, Inc. to satisfy tax withholding obligations"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for both entries"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/29/2026 - 08:02 PM Accepted by SEC EDGAR 07/29/2026 - 08:02 PM Learn about SEC filing dates

FAQ

What insider activity did Powerfleet (AIOT) report in this Form 4?

Powerfleet (AIOT) disclosed that CEO Steven Mark Towe had shares withheld for taxes. On July 27, 2026, 76,272 common shares were withheld by the company to cover tax obligations linked to vesting restricted stock awards, rather than sold on the open market.

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

A total of 76,272 Powerfleet shares were withheld to satisfy tax obligations. The Form 4 lists two tax-withholding dispositions: 27,313 shares and 48,959 shares of common stock, all tied to the vesting of previously granted restricted stock awards for CEO Steven Mark Towe.

At what price were the AIOT shares valued for the tax-withholding transactions?

The withheld Powerfleet shares were valued at $4.42 per share. Both tax-withholding dispositions on July 27, 2026, used a transaction price of $4.4200 per share to determine the number of common shares withheld to cover income and payroll tax obligations.

Did the Powerfleet (AIOT) CEO sell any shares on the market in this Form 4?

No market sales occurred; only shares withheld for taxes were reported. The footnote explains that Powerfleet withheld the shares to satisfy tax withholding obligations upon vesting of restricted stock awards, and explicitly states the reporting person did not sell any shares on the transaction date.

Was the Powerfleet (AIOT) Form 4 filed under a Rule 10b5-1 trading plan?

No, the Form 4 is not reported under a Rule 10b5-1 plan. The Rule 10b5-1 checkbox is unchecked, and the footnote attributes the transactions solely to shares withheld by Powerfleet to meet tax withholding obligations on vested restricted stock awards.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Towe Steven Mark

(Last) (First) (Middle)

C/O POWERFLEET, INC.

123 TICE BOULEVARD

(Street)

WOODCLIFF LAKE NEW JERSEY 07677

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026

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

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

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

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	07/27/2026		F		27,313(1)	D	$4.42	2,886,014	D
Common Stock, par value $0.01 per share	07/27/2026		F		48,959(1)	D	$4.42	2,837,055	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 granted to the reporting person. The reporting person did not sell any shares on the transaction date.

	/s/ David Wilson, as Attorney-In-Fact	07/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)