Powerfleet (AIOT) grants RSU and performance awards to CIO Powell

Rhea-AI Filing Summary

Powerfleet, Inc. reported that Chief Innovation Officer Michael Joseph Powell acquired equity awards tied to his role at the company. He received a grant of 38,709 restricted stock units (RSUs) that vest in equal installments over three years, contingent on continued employment. He was also granted 77,418 performance-based RSUs, with the actual number of shares earned ranging from 0% to 167% of this target amount based on achievement of specified company performance criteria. Following these awards, he directly holds 192,199 shares of common stock.

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^*

Powell Michael Joseph

(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 Innovation 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		38,709(1)	A	$0	114,781	D
Common Stock, par value $0.01 per share	02/25/2026		A		77,418(2)	A	$0	192,199	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 38,709 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration for his services as the Chief Innovation Officer ("CIO") 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 77,418 performance-based RSUs under the 2018 Plan in consideration for his services as the CIO 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) grant to its Chief Innovation Officer?

Powerfleet granted its Chief Innovation Officer two equity awards: 38,709 time-based restricted stock units and 77,418 performance-based RSUs. Each RSU represents a contingent right to receive one share of common stock upon vesting, subject to specific service and performance conditions.

How do the 38,709 time-based RSUs for Powerfleet (AIOT) vest?

The 38,709 time-based RSUs vest in equal installments over a three-year period. Vesting occurs only if the executive remains employed by Powerfleet on each applicable vesting date, according to the award agreement and the 2018 Incentive Plan.

How are the 77,418 performance-based RSUs at Powerfleet (AIOT) determined?

The 77,418 performance-based RSUs represent a target amount. The actual number earned can range from 0% to 167% of this target, depending on Powerfleet’s achievement of defined performance criteria under the 2018 Incentive Plan and the related award agreement.

What does each RSU granted by Powerfleet (AIOT) represent?

Each restricted stock unit granted by Powerfleet represents a contingent right to receive one share of its common stock. Shares are delivered only upon vesting, which depends on continued employment and, for performance RSUs, achievement of specified company performance goals.

How many Powerfleet (AIOT) shares does the CIO hold after these grants?

After these equity grants, the Chief Innovation Officer directly holds 192,199 shares of Powerfleet common stock. This total reflects his ownership following the award of both the time-based and performance-based restricted stock units reported in the filing.