13G/A: Disciplined Growth Reports 8.05M Shares, 6% of Powerfleet

Rhea-AI Filing Summary

Disciplined Growth Investors, Inc. filed an amended Schedule 13G reporting beneficial ownership of 8,049,058 shares of Powerfleet, Inc. common stock, representing 6.0% of the class. The filing states these shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The reporting person is organized in Minnesota and lists its principal business address in Minneapolis. The document includes a certification signed by Peter G. Rieke, Chief Operating & Compliance Officer, dated 08/14/2025.

Positive

• Beneficial ownership disclosed: Disciplined Growth Investors reports owning 8,049,058 shares
• Material stake: The position represents 6.0% of Powerfleet's common stock, exceeding the 5% reporting threshold
• Certification of passive intent: Filing states shares are held in the ordinary course of business and not to influence control

Negative

• None.

Insights

Securities Analyst

TL;DR: Passive 13G filing shows a >5% stake but affirms non-control intent, indicating a disclosure of significant passive ownership.

The filing discloses that Disciplined Growth Investors, Inc. beneficially owns 8,049,058 shares or 6.0% of Powerfleet, Inc. The filer classifies itself as an investment adviser (type "IA") and explicitly certifies the holdings are in the ordinary course of business and not intended to influence control. For investors, this is a routine passive ownership disclosure required once threshold ownership is exceeded; it does not signal an activist or control-driven intent based on the filer’s statements.

Corporate Governance Expert

TL;DR: Ownership breach of 5% threshold triggered disclosure; certification of non-control is central to governance interpretation.

The Schedule 13G/A indicates the shareholder crossed the 5% reporting threshold with sole voting and dispositive power over 8,049,058 shares. The explicit certification that the position is not held to change control suggests the filer intends a passive role, which limits immediate governance implications. The filing provides clear ownership and authority breakdowns but contains no indication of group action, agreements, or plans affecting board composition or corporate control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Powerfleet, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

73931J109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 73931J109

1

Names of Reporting Persons

DISCIPLINED GROWTH INVESTORS INC /MN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MINNESOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,049,058.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,049,058.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,049,058.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Powerfleet, Inc.
(b)	Address of issuer's principal executive offices: 123 TICE BLVD., WOODCLIFF LAKE, NEW JERSEY, 07677
Item 2.
(a)	Name of person filing: Disciplined Growth Investors, Inc.
(b)	Address or principal business office or, if none, residence: 150 South Fifth Street Suite 2550 Minneapolis, MN 55449
(c)	Citizenship: Minnesota, US
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 73931J109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 8,049,058
(b)	Percent of class: 6.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 8,049,058
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 8,049,058
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DISCIPLINED GROWTH INVESTORS INC /MN

Signature:	Peter G. Rieke
Name/Title:	Chief Operating & Compliance Officer
Date:	08/14/2025

FAQ

How many Powerfleet (PWFL) shares does Disciplined Growth Investors own?

The filer reports beneficial ownership of 8,049,058 shares.

What percentage of Powerfleet does Disciplined Growth Investors hold?

The filing states the position represents 6.0% of the class.

Does the filing indicate Disciplined Growth Investors seeks control of Powerfleet?

No. The filer certifies the shares are held in the ordinary course of business and not to change or influence control.

When was the Schedule 13G/A signed?

The certification is signed by Peter G. Rieke on 08/14/2025.

What authority does Disciplined Growth Investors report over the shares?

The filer reports sole voting power and sole dispositive power over 8,049,058 shares and 0 shared powers.