Powerfleet (AIOT) CEO has shares withheld to cover tax on awards

Rhea-AI Filing Summary

Powerfleet, Inc. Chief Executive Officer Steven Mark Towe reported two tax-related share dispositions, where shares were withheld by the company to cover tax obligations on vesting restricted stock awards. On July 27, 2025, 76,272 common shares at $4.57 per share were withheld. On January 1, 2026, a further 48,959 shares at $5.32 per share were withheld. After these transactions, he continued to hold over 2.3 million common shares directly, and the footnote clarifies that he did not sell any shares on either date.

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^*

Towe Steven Mark

(Last) (First) (Middle)

C/O POWERFLEET, INC.

123 TICE BOULEVARD

(Street)

WOODCLIFF LAKE, NEW JERSEY NJ 7677

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025

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	07/27/2025		F		76,272(1)	D	$4.57	2,381,651	D
Common Stock, par value $0.01 per share	01/01/2026		F		48,959(1)	D	$5.32	2,332,692	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 either 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.
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FAQ

What insider transactions did Powerfleet (AIOT) CEO Steven Mark Towe report?

Steven Mark Towe reported two tax-withholding dispositions of Powerfleet common stock. Shares were withheld by the company to satisfy tax obligations upon vesting of restricted stock awards, and the filing clarifies that he did not sell any shares on either transaction date.

How many Powerfleet (AIOT) shares were withheld for CEO tax obligations?

Powerfleet withheld 76,272 shares on July 27, 2025 and 48,959 shares on January 1, 2026. These withholdings covered tax obligations tied to vesting restricted stock awards previously granted to CEO Steven Mark Towe, rather than open market sales by him.

At what prices were the Powerfleet (AIOT) tax-withholding shares valued?

The withheld Powerfleet shares were valued at $4.57 per share on July 27, 2025 and $5.32 per share on January 1, 2026. These prices reflect the fair market value used to calculate tax-withholding amounts for vested restricted stock awards.

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

No, the CEO did not sell any shares. The footnote states that all reported shares were withheld by Powerfleet, Inc. solely to satisfy tax withholding obligations on vested restricted stock awards, and that no sales occurred on either transaction date.

What type of Form 4 transaction code appears in the Powerfleet (AIOT) filing?

Both transactions use code F, defined as payment of exercise price or tax liability by delivering securities. In this case, Powerfleet withheld common shares from CEO Steven Mark Towe to meet tax obligations related to vesting restricted stock awards, not discretionary trading.

How many Powerfleet (AIOT) shares did the CEO hold after these transactions?

After the July 27, 2025 tax-withholding disposition, Steven Mark Towe held 2,381,651 Powerfleet common shares directly. Following the January 1, 2026 withholding, his direct holdings were 2,332,692 shares, reflecting administrative tax settlements rather than market sales.