Sec Form 4 Filing - Towe Steven Mark @ Powerfleet, Inc. - 2026-02-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Towe Steven Mark 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O POWERFLEET, INC., 123 TICE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2026 (Street) WOODCLIFF LAKE, NJ07677 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 193,545 ( 1 ) A $ 0 2,526,237 D Common Stock, par value $0.01 per share 02/25/2026 A 387,090 ( 2 ) A $ 0 2,913,327 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Towe Steven Mark C/O POWERFLEET, INC. 123 TICE BOULEVARD WOODCLIFF LAKE, NJ07677 X Chief Executive Officer Signatures /s/ David Wilson, as Attorney-in-Fact 02/27/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 25, 2026 (the "Grant Date"), the reporting person was granted 193,545 restricted stock units ("RSUs") under the Powerfleet, Inc. 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration for his services as the Chief Executive Officer ("CEO") 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 387,090 performance-based RSUs under the 2018 Plan in consideration for his services as the CEO 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.

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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