Powerfleet (AIOT) grants time- and performance-based RSUs to top executive

Rhea-AI Filing Summary

Ingram Melissa Rose reported acquisition or exercise transactions in this Form 4 filing.

Powerfleet, Inc. reported that Chief Corporate Development Officer Melissa Rose Ingram received equity compensation on February 25, 2026. She was granted 85,160 time-based restricted stock units (RSUs) that vest in equal installments over three years, contingent on continued employment. She was also granted 170,319 performance-based RSUs, with the actual shares earned ranging from 0% to 167% of this target, depending on the company’s achievement of specified performance criteria. Each RSU represents a contingent right to receive one share of Powerfleet common stock upon vesting.

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^*

Ingram Melissa Rose

(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)
	See remarks

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		85,160(1)	A	$0	346,834	D
Common Stock, par value $0.01 per share	02/25/2026		A		170,319(2)	A	$0	517,153	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 85,160 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration for her services as the Chief Corporate Development Officer 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 170,319 performance-based RSUs under the 2018 Plan in consideration for her services as the Chief Corporate Development Officer 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.

Remarks:

Melissa Rose Ingram is the Chief Corporate Development Officer of Powerfleet, Inc.

	/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.
* 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).
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FAQ

What insider transaction did Powerfleet (AIOT) report for Melissa Rose Ingram?

Powerfleet reported that Chief Corporate Development Officer Melissa Rose Ingram received grants of time-based and performance-based restricted stock units on February 25, 2026. These awards are part of her equity compensation and vest over time and based on performance.

How many RSUs were granted to the Powerfleet (AIOT) executive in this Form 4?

Melissa Rose Ingram was granted 85,160 time-based RSUs and 170,319 performance-based RSUs. Each RSU represents a contingent right to receive one share of Powerfleet common stock, subject to vesting and performance conditions under the company’s 2018 Incentive Plan.

What are the vesting terms of the time-based RSUs reported by Powerfleet (AIOT)?

The 85,160 time-based RSUs vest in equal installments over three years, provided Melissa Rose Ingram remains employed on each vesting date. Vesting is governed by a restricted stock unit award agreement and Powerfleet’s 2018 Incentive Plan.

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

The 170,319 performance-based RSUs represent a target award. The actual number earned ranges from 0% to 167% of this target, based on Powerfleet’s achievement of specified performance criteria under the 2018 Incentive Plan and related award agreement.

Did the Powerfleet (AIOT) executive pay cash for the RSUs reported?

No cash price was paid for these awards; the Form 4 shows a per-share price of $0.00. The RSUs were granted as equity compensation in consideration for Melissa Rose Ingram’s services as Chief Corporate Development Officer of Powerfleet.

What plan governs the RSU grants reported by Powerfleet (AIOT)?

Both the time-based and performance-based RSU grants were made under the Powerfleet, Inc. 2018 Incentive Plan, as amended. Vesting and performance conditions are further detailed in the applicable restricted stock unit award agreements referenced in the filing footnotes.