Powerfleet (AIOT) CFO has shares withheld to cover taxes on vested stock

Rhea-AI Filing Summary

Powerfleet, Inc. Chief Financial Officer David Wilson reported a tax-related share withholding. On the transaction date, 13,250 shares of common stock were withheld by Powerfleet to satisfy tax obligations upon the vesting of restricted stock awards at $4.57 per share. Following this tax-withholding disposition, Wilson’s directly held stake was 298,859 shares. The footnote clarifies that he did not sell any shares in the market on this date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WILSON DAVID

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share	13,250	$4.57	$61K

Holdings After Transaction: Common Stock, par value $0.01 per share — 298,859 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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)
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		13,250(1)	D	$4.57	298,859	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	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 CFO David Wilson?

Powerfleet reported that CFO David Wilson had 13,250 shares withheld to cover tax obligations on vested restricted stock. The company, not Wilson, retained these shares, and no open-market sale occurred on the transaction date.

Did Powerfleet (AIOT) CFO David Wilson sell shares in this Form 4 filing?

No, the Form 4 explicitly states Wilson did not sell any shares. Powerfleet withheld 13,250 shares to satisfy tax withholding obligations tied to previously granted restricted stock awards that vested on the transaction date.

How many Powerfleet (AIOT) shares were involved in the CFO’s tax withholding?

The transaction involved 13,250 shares of Powerfleet common stock. These shares were withheld by the company at $4.57 per share to meet tax obligations arising from the vesting of Wilson’s restricted stock awards.

What is David Wilson’s Powerfleet (AIOT) ownership after the reported transaction?

After the tax-withholding disposition, David Wilson directly owned 298,859 shares of Powerfleet common stock. This figure reflects his holdings after 13,250 shares were withheld by the company for tax purposes on vested restricted stock.

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

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In this case, Powerfleet withheld 13,250 shares from CFO David Wilson’s vested restricted stock to satisfy tax withholding obligations, rather than him selling shares in the market.

Is the Powerfleet (AIOT) Form 4 for the CFO considered a normal event?

Yes, tax withholding on vested restricted stock, reported with code “F,” is a common administrative event. The filing shows routine share withholding by Powerfleet and clarifies that no discretionary open-market sale by the CFO occurred on the transaction date.