Powerfleet (AIOT) director granted 24,396 RSUs as equity compensation

Rhea-AI Filing Summary

McConnell Michael J reported acquisition or exercise transactions in this Form 4 filing.

Powerfleet, Inc. director Michael J. McConnell received an equity grant in the form of restricted stock units. He was awarded 24,396 RSUs on the grant date in consideration for his services as a director, with no cash paid per share. Each RSU represents a contingent right to receive one share of common stock when it vests. The RSUs vest in full on the earlier of the first anniversary of the grant date or the company’s next annual meeting of stockholders, as long as he continues serving as a director. Following this award, McConnell holds 52,424 shares of common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McConnell Michael J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	24,396	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 52,424 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 24,396 units Transaction price per share: $0.00 per share Shares held after transaction: 52,424 shares +2 more

5 metrics

RSUs granted 24,396 units Restricted stock units granted to director on grant date

Transaction price per share $0.00 per share Equity award granted as compensation, not purchased for cash

Shares held after transaction 52,424 shares Director’s direct common stock holdings following the RSU grant

Security type Common Stock, $0.01 par value Underlying security deliverable upon vesting of RSUs

Vesting trigger Earlier of 1 year or next annual meeting Full vesting if still serving as director at that time

Key Terms

restricted stock units, 2018 Incentive Plan, contingent right, vest in full, +1 more

5 terms

restricted stock units financial

"the reporting person was granted 24,396 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2018 Incentive Plan financial

"granted 24,396 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan, as amended"

contingent right financial

"Each RSU represents a contingent right to receive one share of the Company's common stock"

vest in full financial

"the RSUs vest in full on the earlier of (x) the first anniversary of the Grant Date"

annual meeting of stockholders regulatory

"the date of the Company's next annual meeting of stockholders"

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^*

McConnell Michael J

(Last) (First) (Middle)

C/O POWERFLEET, INC.

123 TICE BOULEVARD

(Street)

WOODCLIFF LAKE NEW JERSEY 07677

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/18/2026		A		24,396(1)	A	$0(1)	52,424	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 May 18, 2026 (the "Grant Date"), the reporting person was granted 24,396 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration of his services as a director 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, upon vesting. Subject to the terms and conditions of a restricted stock unit award agreement and the 2018 Plan, the RSUs vest in full on the earlier of (x) the first anniversary of the Grant Date and (y) the date of the Company's next annual meeting of stockholders, provided that the reporting person is serving as a director of the Company on such date.

	/s/ Michael J. McConnell	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Powerfleet (AIOT) report for Michael J. McConnell?

Powerfleet reported that director Michael J. McConnell received 24,396 restricted stock units as an equity award for board service. These RSUs provide a right to receive common shares upon vesting, increasing his direct holdings to 52,424 shares after the grant.

How many restricted stock units were granted to the Powerfleet (AIOT) director?

Michael J. McConnell was granted 24,396 restricted stock units under Powerfleet’s 2018 Incentive Plan. Each RSU converts into one share of common stock upon vesting, effectively representing a potential future issuance of 24,396 shares if vesting conditions are satisfied.

What are the vesting terms of Michael J. McConnell’s RSU grant at Powerfleet (AIOT)?

The RSUs vest in full on the earlier of the first anniversary of the grant date or the date of Powerfleet’s next annual stockholders meeting. Vesting requires that McConnell continues serving as a director through that date, under the award agreement and the 2018 Plan.

What does each RSU in the Powerfleet (AIOT) grant represent?

Each restricted stock unit represents a contingent right to receive one share of Powerfleet’s common stock. Shares are only delivered when the RSUs vest, so the award is effectively deferred stock-based compensation tied to continued board service and the plan’s terms.

How many Powerfleet (AIOT) shares does Michael J. McConnell hold after this RSU award?

After the reported RSU grant, Michael J. McConnell is shown as directly holding 52,424 shares of Powerfleet common stock. This figure reflects his ownership following the acquisition of 24,396 RSUs recorded as a grant, not an open-market purchase.

Was cash paid for the restricted stock units granted at Powerfleet (AIOT)?

No cash was paid for these restricted stock units, as the transaction price per share is reported as zero. The RSUs were granted as compensation for McConnell’s services as a director under the company’s 2018 Incentive Plan, rather than a market purchase.