Powerfleet (AIOT) CEO receives time-based and performance RSU awards

Rhea-AI Filing Summary

Towe Steven Mark reported acquisition or exercise transactions in this Form 4 filing.

Powerfleet, Inc. granted its Chief Executive Officer, Steven Mark Towe, two equity awards in the form of restricted stock units (RSUs) tied to the company’s common stock.

He received 193,545 time-based RSUs that vest in equal installments over three years, contingent on continued employment. He was also granted 387,090 performance-based RSUs, with the reported figure representing the target number that may be earned. The actual number of shares that vest can range from 0% to 167% of this target, depending on Powerfleet’s achievement of specified performance criteria under its 2018 Incentive Plan.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		193,545(1)	A	$0	2,526,237	D
Common Stock, par value $0.01 per share	02/25/2026		A		387,090(2)	A	$0	2,913,327	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. On February 25, 2026 (the "Grant Date"), the reporting person was granted 193,545 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration for his services as the Chief Executive Officer ("CEO") of Powerfleet, Inc. (the "Company"). Each RSU represents a contingent right to receive one share of the Company's common stock, par value $0.01 per share ("Common Stock"), upon vesting. Subject to the terms and conditions of a restricted stock unit award agreement and the 2018 Plan, the RSUs vest in equal installments over a three-year period, provided that the reporting person is employed by the Company on each applicable vesting date.

2. On the Grant Date, the reporting person was granted 387,090 performance-based RSUs under the 2018 Plan in consideration for his services as the CEO of the Company. Each RSU represents a contingent right to receive one share of Common Stock upon vesting. The number of RSUs reported represents the target number of RSUs that may be earned by the reporting person. Subject to the terms and conditions of a restricted stock unit award agreement and the 2018 Plan, the actual number of RSUs earned by the reporting person ranges from 0% and 167% of the target number based upon the achievement by the Company of certain performance criteria.

	/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 equity awards did Powerfleet (AIOT) CEO Steven Mark Towe receive?

Steven Mark Towe received two RSU grants: 193,545 time-based RSUs vesting over three years and 387,090 performance-based RSUs at target. Both awards are tied to Powerfleet common stock under the 2018 Incentive Plan and depend on continued service and, for performance RSUs, company performance.

How do the time-based RSUs granted to Powerfleet (AIOT) CEO vest?

The 193,545 time-based RSUs vest in equal installments over three years. Vesting occurs only if Steven Mark Towe remains employed by Powerfleet on each applicable vesting date, according to the restricted stock unit award agreement and the 2018 Incentive Plan.

What determines how many performance-based RSUs the Powerfleet (AIOT) CEO earns?

The 387,090 performance-based RSUs represent a target amount that may be earned. The actual number earned can range from 0% to 167% of target, depending on Powerfleet’s achievement of specified performance criteria set under the 2018 Incentive Plan and the related award agreement.

Does the Powerfleet (AIOT) CEO pay cash for these RSU grants?

The Form 4 shows both RSU grants with a transaction price of $0.00 per share, indicating they are compensation awards, not open-market purchases. Each RSU is a contingent right to receive one share of common stock upon satisfying vesting and, for some, performance conditions.

What stock does each RSU granted to the Powerfleet (AIOT) CEO represent?

Each RSU represents a contingent right to receive one share of Powerfleet’s common stock with a par value of $0.01 per share. Delivery of these shares occurs only upon vesting, subject to the terms of the 2018 Incentive Plan and the relevant award agreements.

Are the performance-based RSUs for the Powerfleet (AIOT) CEO guaranteed to vest?

The performance-based RSUs are not guaranteed. The actual number of RSUs that vest can be as low as 0% and as high as 167% of the 387,090 target. Vesting depends entirely on Powerfleet’s performance against specified criteria in the governing plan documents.