Powerfleet (AIOT) CFO receives time-based and performance RSU grants

Rhea-AI Filing Summary

WILSON DAVID reported acquisition or exercise transactions in this Form 4 filing.

Powerfleet, Inc. granted its Chief Financial Officer, David Wilson, equity awards in the form of restricted stock units. He received 96,772 time-based RSUs that vest in equal installments over three years, each representing one share of common stock when vested.

He was also granted 193,545 performance-based RSUs, with the reported amount representing the target number. The actual RSUs earned can range from 0% to 167% of this target based on the company’s achievement of specified performance criteria. Both awards were granted at no cash purchase price to the CFO.

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^*

WILSON DAVID

(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 Financial 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		96,772(1)	A	$0	395,631	D
Common Stock, par value $0.01 per share	02/25/2026		A		193,545(2)	A	$0	589,176	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 96,772 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration for his services as the Chief Financial Officer ("CFO") 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 193,545 performance-based RSUs under the 2018 Plan in consideration for his services as the CFO 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	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 equity awards did Powerfleet (AIOT) grant to its CFO?

Powerfleet granted its CFO, David Wilson, 96,772 time-based RSUs and 193,545 performance-based RSUs. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting, subject to the company’s 2018 Incentive Plan and award agreements.

How do the time-based RSUs for Powerfleet (AIOT) CFO vest?

The 96,772 time-based RSUs granted to Powerfleet’s CFO vest in equal installments over three years. Vesting requires that he remain employed by the company on each vesting date, aligning ongoing service with the gradual delivery of common stock shares.

How are the performance-based RSUs for Powerfleet (AIOT) CFO determined?

The 193,545 performance-based RSUs represent a target number tied to company performance. The actual amount earned can range from 0% to 167% of this target, depending on Powerfleet’s achievement of specified performance criteria under the 2018 Incentive Plan.

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

The Form 4 shows a price per share of $0.00 for both RSU grants, indicating they are equity compensation awards. The CFO does not purchase these shares in the market; instead, they are earned upon vesting and performance satisfaction.

What is the impact of these RSUs on the Powerfleet (AIOT) CFO’s holdings?

After the 96,772 time-based RSUs, the Form 4 lists 395,631 shares, and after the 193,545 performance-based RSUs, 589,176 shares. These figures reflect reported holdings including the new awards, though performance-based units are contingent on future performance outcomes.

Under what plan were the Powerfleet (AIOT) CFO’s RSUs granted?

Both RSU awards were granted under the Powerfleet, Inc. 2018 Incentive Plan, as amended. This plan governs key terms such as vesting conditions, performance criteria, and the CFO’s contingent right to receive common stock upon satisfaction of service and performance requirements.