Powerfleet, Inc. — Director's Dealing 2025

Apr 2, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Powerfleet, Inc. (AIOT)
CIK: 0001774170
Period of Report: 2025-03-30

Reporting Person: Towe Steven Mark (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-30	Common Stock, par value $0.01 per share	A	312500	—	Acquired	974254	Direct
2025-03-30	Common Stock, par value $0.01 per share	A	312500	—	Acquired	1286754	Direct
2025-03-30	Common Stock, par value $0.01 per share	A	312500	—	Acquired	1599254	Direct
2025-03-30	Common Stock, par value $0.01 per share	A	312500	—	Acquired	1911754	Direct
2025-03-30	Common Stock, par value $0.01 per share	A	174337	—	Acquired	2086091	Direct
2025-03-30	Common Stock, par value $0.01 per share	A	348675	—	Acquired	2434766	Direct

Footnotes

F1: On March 30, 2025 (the "Grant Date"), Steve Towe (the "Reporting Person") was granted 312,500 restricted shares of common stock, par value $0.01 per share ("Common Stock"), of Powerfleet, Inc. (the "Company") under the Company's 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration for his services as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests in equal installments over a three-year period, provided that the Reporting Person is employed by the Company on each such date.

F2: On the Grant Date, the Reporting Person was granted 312,500 restricted shares of Common Stock under the Company's 2018 Plan in consideration for his services as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests in equal installments over a three-year period following the date on which the volume weighted average price of the Common Stock during a consecutive 60 trading day period (the "60 Day VWAP") reaches $6.00 per share, provided that the Reporting Person is employed by the Company on each such date.

F3: On the Grant Date, the Reporting Person was granted 312,500 restricted shares of Common Stock under the Company's 2018 Plan in consideration for his services as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests in equal installments over a three-year period following the date on which the 60 Day VWAP reaches $8.00 per share, provided that the Reporting Person is employed by the Company on each such date.

F4: On the Grant Date, the Reporting Person was granted 312,500 restricted shares of Common Stock under the Company's 2018 Plan in consideration for his services as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests in equal installments over a three-year period following the date on which the 60 Day VWAP reaches $10.00 per share, provided that the Reporting Person is employed by the Company on each such date.

F5: On the Grant Date, the Reporting Person was granted 174,337 restricted shares of Common Stock under the Company's 2018 Plan in consideration for his services as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests in equal installments over a three-year period, provided that the Reporting Person is employed by the Company on each such date.

F6: The number of shares represents the target number of shares that may be earned by the Reporting Person based on achievement by the Company of certain performance criteria. The actual number of shares awarded may vary between 0% and 150% of the target, depending on the Company's performance.