What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 245 added, 178 removed, 748 unchanged (36% of the section changed)

5 unchanged sentences

March 31, 2025

June 30, 2025

September 30, 2025

Current assets:

1 unchanged sentence

Restricted cash 4,396 4,583

Accounts receivables, net of allowance for credit losses of $ 4,057 and $ 8,437 as of March 31, 2025 and June 30, 2025, respectively

Accounts receivables, net of allowance for credit losses of $ 4,057 and $ 9,490 as of March 31, 2025 and September 30, 2025, respectively

78,623 85,032

32 unchanged sentences

authorized 175,000 shares, $ 0.01 par value;

135,379 and 135,506 shares issued at March 31, 2025 and June 30, 2025, respectively;

shares outstanding, 133,316 and 133,443 at March 31, 2025 and June 30, 2025, respectively

135,379 and 135,870 shares issued at March 31, 2025 and September 30, 2025, respectively;

shares outstanding, 133,316 and 133,806 at March 31, 2025 and September 30, 2025, respectively

Additional paid-in capital 671,400 675,847

3 unchanged sentences

Treasury stock;

2,063 and 2,063 common shares at cost at March 31, 2025 and June 30, 2025, respectively

2,063 and 2,063 common shares at cost at March 31, 2025 and September 30, 2025, respectively

( 11,518 ) ( 11,518 )

10 unchanged sentences

(In thousands, except per share data)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

Products $ 20,293 $ 22,370 $ 39,031 $ 40,027

10 unchanged sentences

Total operating expenses 40,770 58,345 98,653 116,865

Loss from operations

( 18,235 ) ( 2,039 )

Profit (loss) from operations 573 4,244 ( 17,662 ) 2,205

Interest income 168 262 472 458

1 unchanged sentence

( 4,042 ) ( 6,977 ) ( 6,733 ) ( 13,763 )

Other expense, net

( 624 ) ( 1,243 )

Other income (expense), net 1,674 ( 546 ) 1,050 ( 1,789 )

Net loss before income taxes ( 1,627 ) ( 3,017 ) ( 22,873 ) ( 12,889 )

13 unchanged sentences

(In thousands)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

Net loss attributable to common stockholders $ ( 1,888 ) $ ( 4,288 ) $ ( 24,225 ) $ ( 14,522 )

Foreign currency translation adjustment ( 797 ) 9,793 ( 379 ) 32,312

Total other comprehensive income

Comprehensive (loss) income

Total other comprehensive (loss) income

( 797 ) 9,793 ( 379 ) 32,312

Comprehensive (loss) income $ ( 2,685 ) $ 5,505 $ ( 24,604 ) $ 17,790

See accompanying notes to condensed consolidated financial statements.

4 unchanged sentences

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income

Treasury Stock Non-Controlling Interest Total Stockholder’s Equity

Treasury Stock Non-Controlling Interest Total Stockholders’ Equity

Number of Shares Amount

Balance as of April 1, 2025

135,379 $ 1,343 $ 671,400 $ ( 205,783 ) $ ( 8,850 ) $ ( 11,518 ) $ 150 $ 446,742

Net loss attributable to common stockholders — — — ( 10,234 ) — — — ( 10,234 )

Foreign currency translation adjustment — — — — 22,519 — — 22,519

Stock-based compensation

— — 1,853 — — — — 1,853

Issue of stock appreciation rights

127 — — — — — — —

Balance as of June 30, 2025

135,506 $ 1,343 $ 673,253 $ ( 216,017 ) $ 13,669 $ ( 11,518 ) $ 150 $ 460,880

Net loss attributable to common stockholders — — — ( 4,288 ) — — — ( 4,288 )

Foreign currency translation adjustment — — — — 9,793 — — 9,793

Stock-based compensation

— — 2,594 — — — — 2,594

Issue of stock appreciation rights and restricted share awards

364 — — — — — — —

Balance as of September 30, 2025 135,870 $ 1,343 $ 675,847 $ ( 220,305 ) $ 23,462 $ ( 11,518 ) $ 150 $ 468,979

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Treasury Stock Non-Controlling Interest Total Stockholders’ Equity

Number of Shares Amount

Balance as of April 1, 2024 38,709 $ 387 $ 202,607 $ ( 154,796 ) $ ( 985 ) $ ( 8,682 ) $ 105 $ 38,636

Net loss attributable to common stockholders — — ( 25 ) ( 22,312 ) — — — ( 22,337 )

Net income attributable to non-controlling interest — — — — — — 13 13

9 unchanged sentences

Balance as of June 30, 2024 109,641 $ 1,096 $ 578,514 $ ( 177,108 ) $ ( 567 ) $ ( 11,518 ) $ 131 $ 390,548

Balance as of April 1, 2025

135,379 $ 1,343 $ 671,400 $ ( 205,783 ) $ ( 8,850 ) $ ( 11,518 ) $ 150 $ 446,742

Net loss attributable to common stockholders — — — ( 1,888 ) — — — ( 1,888 )

Net income attributable to non-controlling interest — — — — — — 5 5

Foreign currency translation adjustment — — — — ( 797 ) — 20 ( 777 )

Proceeds from private placement, net of costs to issue common stock — — 61,851 — — — — 61,851

Exercise of stock options 243 — — — — — — —

Stock-based compensation — — 1,371 — — — — 1,371

— — 1,853 — — — — 1,853

Issue of stock appreciation rights

127 — — — — — — —

Balance as of June 30, 2025

135,506 $ 1,343 $ 673,253 $ ( 216,017 ) $ 13,669 $ ( 11,518 ) $ 150 $ 460,880

Balance as of September 30, 2024 109,884 $ 1,096 $ 641,736 $ ( 178,996 ) $ ( 1,364 ) $ ( 11,518 ) $ 156 $ 451,110

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Three Months Ended June 30,

Six Months Ended September 30,

Cash flows from operating activities

28 unchanged sentences

Capital expenditures ( 10,454 ) ( 12,452 )

Repayment of loan advanced to external parties 294 —

Net cash provided by (used in) investing activities

5 unchanged sentences

Payment of preferred stock dividend and redemption of preferred stock ( 90,298 ) —

Proceeds from private placement, net

Cash paid on dividends to affiliates ( 6 ) —

24 unchanged sentences

Notes to Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

In thousands (except per share data)

5 unchanged sentences

On April 2, 2024 (the “Implementation Date”), the Company consummated the transactions contemplated by the Implementation Agreement, dated as of October 10, 2023 (the “Implementation Agreement”), that the Company entered into with Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of the Company (“Powerfleet Sub”), and MiX Telematics Limited, formerly a public company incorporated under the laws of the Republic of South Africa (“MiX Telematics”), pursuant to which MiX Telematics became an indirect, wholly owned subsidiary of the Company (the “MiX Combination”).

The consolidated financial statements as of and for the three months ended June 30, 2025 include the financial results of MiX Telematics and its subsidiaries.

The consolidated financial statements as of and for the three and six months ended September 30, 2025 include the financial results of MiX Telematics and its subsidiaries.

On October 1, 2024 (the “FC Closing Date”), the Company consummated the transactions contemplated by the Share Purchase Agreement, dated as of September 18, 2024 (the “Purchase Agreement”), by and among Golden Eagle Topco, LP (“Golden Eagle LP”), the persons that are party to the Purchase Agreement under the heading “Other Sellers” (the “Other Sellers” and, together with Golden Eagle LP, the “Sellers”), the Company and Powerfleet Canada Holdings Inc., a wholly owned subsidiary of the Company (the “Canadian SPV” and, together with the Company, the “Purchasers”), pursuant to which the Purchasers acquired all of the direct and indirect common shares in the capital of Golden Eagle Canada Holdings, Inc.

3 unchanged sentences

As a result, Fleet Complete became an indirect, wholly owned subsidiary of the Company (the “FC Acquisition”).

The consolidated financial statements as of and for the three months ended June 30, 2025 include the financial results of Fleet Complete and its subsidiaries.

The consolidated financial statements as of and for the three and six months ended September 30, 2025 include the financial results of Fleet Complete and its subsidiaries.

See Note 3 for additional information.

6 unchanged sentences

GAAP for complete financial statements.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated financial position of the Company as of March 31, 2025 and June 30, 2025, the consolidated results of its operations for the three-month periods ended June 30, 2024 and 2025, the consolidated change in stockholders’ equity for the three-month periods ended June 30, 2024 and 2025, and the consolidated cash flows for the three-month periods ended June 30, 2024 and 2025.

The results of operations for the three-month period ended June 30, 2025 are not necessarily indicative of the operating results for the full year.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated financial position of the Company as of March 31, 2025 and September 30, 2025, the consolidated results of its operations for the three- and six-month periods ended September 30, 2024 and 2025, the consolidated change in stockholders’ equity for the three- and six-month periods ended September 30, 2024 and 2025, and the consolidated cash flows for the six-month period ended September 30, 2024 and 2025.

The results of operations for the three- and six-month periods ended September 30, 2025 are not necessarily indicative of the operating results for the full year.

These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the fiscal year ended March 31, 2025 included in the Company’s Annual Report on Form 10-K for the year then ended.

For the quarter ended September 30, 2025, the Company enhanced its disclosures to include its accounting policy for restructuring expenses.

The Company records one-time employee termination benefits associated with exit or disposal activities in accordance with ASC 420-10, Exit or Disposal Cost Obligations (“ASC 420”), and post-employment benefits under ASC 712-10, Compensation – Nonretirement Postemployment Benefits, when such obligations are probable and reasonably estimable.

A liability for one-time termination benefits is recognized on the date the plan is communicated to affected employees, provided that no more-than-insignificant future service is required.

Contract termination and other exit costs are recognized when the related obligation is incurred.

Lease-related items are accounted for in accordance with ASC 842, Leases (“ASC 842”), including right-of-use (“ROU”) asset impairments and lease modifications.

Only costs that are not lease liabilities under ASC 842 and that meet the recognition criteria of ASC 420 are included in restructuring charges.

The Company reassesses expected restructuring expenses each reporting period and records adjustments to estimates, including reversals, as necessary.

NOTE 2 - USE OF ESTIMATES

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Such management estimates include, but are not limited to, assumptions used in business combinations, allowance for credit losses, income taxes, realization of deferred tax assets, accounting for uncertain tax positions, the impairment of intangible assets, including goodwill and long-lived assets, capitalized software development costs,

standalone selling prices (“SSP”), valuation of the derivative asset, and market-based stock-based compensation costs.

Actual results could differ materially from those estimates and assumptions made.

47 unchanged sentences

Purchase price consideration $ 189,950

The above fair values of assets acquired and liabilities assumed are based on the information that was available as of the reporting date.

The Company’s allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present at October 1, 2024 becomes available and final valuation and analysis are completed.

The fair values of the assets acquired and liabilities assumed, including the identifiable assets acquired, have been preliminarily determined using the income and cost approach, and are partially based on inputs that are unobservable.

The Company used DCF analyses to assess certain components of its purchase price allocation as a result of the acquisition.

The above fair values of assets acquired and liabilities assumed, including identifiable assets acquired, have been determined using the income and cost approach, and are partially based on inputs that are unobservable.

The Company used discounted cash flow analyses to assess certain components of its purchase price allocation.

The fair value of the customer relationships was determined using the multi-period excess earnings method.

1 unchanged sentence

For the fair value estimates, the Company used (i) forecasted future cash flows, (ii) historical and projected financial information, (iii) synergies including cost savings, (iv) revenue growth rates, (v) customer attrition rates, (vi) royalty rates, and (vii) discount rates, as relevant, that market participants would consider when estimating fair values.

The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition.

Adjustments to initial preliminary fair value of the assets acquired and assumed liabilities during the measurement period until October 1, 2025, will be recorded during the period in which the adjustments are

determined, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed (i.e.

the historical reported financial statements will not be retrospectively adjusted).

The provisional amounts for assets acquired and liabilities assumed include:

• The fair value of accounts receivable and other receivables which may be subject to adjustment for reassessment of collectability as of the date of acquisition, collections and other adjustment subsequent to the acquisition;

• Property, and equipment, for which the preliminary estimates are subject to revision for finalization of preliminary appraisals;

• Right-of-use assets and lease liabilities, which will be subject to adjustment upon completion of the review of the inputs, including sublease assumptions, for the calculations;

• Acquired inventory, which values are still being assessed on an individual basis;

• Prepaid expenses, accounts payable and accrued expenses, which will be subject to adjustment based upon completion of working capital clean up and assessment of other factors;

• The recognition and measurement of contract assets and contract liabilities acquired in accordance with ASC 606 will be subject to adjustment upon completion of assessment;

• Acquired intangible assets will be subject to adjustment as additional assets are identified, estimates and forecasts are refined and disaggregated, useful lives are finalized, and other factors deemed relevant are considered;

• Deferred income taxes will be subject to adjustment based upon the completion of the review of the book and tax bases of assets acquired and liabilities assumed, applicable tax rates and the impact of the revisions of estimates for the items described above;

• Goodwill will be subject to adjustment for the impact of the revisions of estimates for the items described above.

The Company will finalize the purchase price allocation no later than one year from the acquisition date.

The initial accounting for the business combination was completed as September 30, 2025.

The fair values of the identifiable assets acquired and liabilities assumed are final and, therefore, adjustments to them, and the resulting goodwill, will not occur in the future.

Acquired Identifiable Intangible Assets

The following table sets forth preliminary estimated fair values of the components of the identifiable intangible assets acquired and their estimated useful lives:

The following table sets forth the fair values of the components of the identifiable intangible assets acquired and their estimated useful lives:

(in thousands) Fair value Weighted average useful lives

3 unchanged sentences

Acquisition-Related Expenses

The Company expensed a total of $ 1,130 of acquisition-related costs in the consolidated statements of operations related to the FC Acquisition for the three-month period ended June 30, 2025.

The Company expensed a total of $ 17 of acquisition-related costs in the consolidated statements of operations related to the FC Acquisition for the three-month period ended September 30, 2025.

The Company expensed a total of $ 1,147 of acquisition-related costs in the consolidated statements of operations related to the FC Acquisition for the six-month period ended September 30, 2025.

Unaudited Pro Forma Financial Information

If the business acquired in the FC Acquisition was acquired on April 1, 2024, it would have contributed revenue of $ 30,650 and a net loss of $ 5,254 for the three-month period ended June 30, 2024, of which $ 3,021 related to the amortization of acquired identifiable intangible assets.

If the business acquired in the FC Acquisition was acquired on April 1, 2024, it would have contributed revenue of $ 29,988 and a net loss of $ 10,081 , of which $ 3,021 related to the amortization of acquired identifiable intangible assets, for the three-month period ended September 30, 2024.

If the business acquired in the FC Acquisition was acquired on April 1, 2024, it would have contributed revenue of $ 60,638 and a net loss of $ 15,335 , of which $ 6,401 related to the amortization of acquired identifiable intangible assets, for the six-month period ended September 30, 2024.

NOTE 4 - CASH AND CASH EQUIVALENTS

2 unchanged sentences

Restricted cash at March 31, 2025 consisted of escrow amounts of $ 3,336 held in escrow related to the FC Acquisition to secure certain tax liabilities, cash of $ 311 held in escrow for purchases from a vendor, cash of $ 698 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries and cash securing guarantees of $ 51 issued in respect of property lease agreements entered into by MiX Telematics Australasia.

Restricted cash at June 30, 2025 consisted of cash of $ 3,336 held in escrow related to the FC

Acquisition to secure certain tax liabilities, cash of $ 312 held in escrow for purchases from a vendor, cash of $ 744 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries and c ash securing guarantees of $ 55 issued in respect of property lease agreements entered into by MiX Telematics Australasia.

Restricted cash at September 30, 2025 consisted of cash of $ 3,336 held in escrow related to the FC Acquisition to secure certain tax liabilities, cash of $ 312 held in escrow for purchases from a vendor, cash of $ 792 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries, c ash securing guarantees of $ 56 issued in

respect of property lease agreements entered into by MiX Telematics Australasia, cash securing guarantees of $ 76 issued in respect of property lease agreements entered into by Fleet Complete Australia, and security deposits of $ 11 .

NOTE 5 - REVENUE RECOGNITION

21 unchanged sentences

Deferred revenue also includes prepayment of extended maintenance, hosting and support contracts.

The Company earns other service revenues from installation services, training and technical support services which are short-term in nature and revenue for these services is recognized at the time of performance when the service is provided.

The Company earns other services revenues from installation services, training and technical support services which are short-term in nature and revenue for these services is recognized at the time of performance when the service is provided.

The Company also derives revenue from leasing arrangements.

17 unchanged sentences

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

The following table presents the Company’s revenues disaggregated by revenue source for the three months ended June 30, 2024 and 2025 (in thousands):

Three Months Ended June 30,

The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended September 30, 2024 and 2025 (in thousands):

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

Products $ 20,293 $ 22,370 $ 39,031 $ 40,027

1 unchanged sentence

$ 77,018 $ 111,679 $ 152,448 $ 215,800

The balances of contract assets and contract liabilities from contracts with customers are as follows as of March 31, 2025 and June 30, 2025 (in thousands):

March 31, 2025 June 30, 2025

The balances of contract assets and contract liabilities from contracts with customers are as follows as of March 31, 2025 and September 30, 2025 (in thousands):

March 31, 2025 September 30, 2025

Contract Assets:

12 unchanged sentences

(2) The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance.

For the year ended March 31, 2025 and the three-month period ended June 30, 2025, the Company recognized revenue of $ 4,666 and $ 5,468 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

For the three-month periods ended September 30, 2024 and 2025, the Company recognized revenue of $ 2,499 and $ 5,095 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

For the six-month periods ended September 30, 2024 and 2025, the Company recognized revenue of $ 5,468 and $ 10,563 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

The Company expects to recognize as revenue through year 2029, when it transfers those goods and services and, therefore, satisfies its performance obligation to the customers.

2 unchanged sentences

For trade receivables, the Company’s historical collections were analyzed by the number of days past due to determine the uncollectible rate in each range of days past due and considerations of any changes expected in the future.

The estimate of the allowance for credit losses is charged to the allowance for credit losses based on the age of receivables multiplied by the historical uncollectible rate for the

range of days past due or earlier if the account is deemed uncollectible for other reasons.

The estimate of the allowance for credit losses is charged to the allowance for credit losses based on the age of receivables multiplied by the historical uncollectible rate for the range of days past due or earlier if the account is deemed uncollectible for other reasons.

Recoveries of amounts previously charged as uncollectible are credited to the allowance for credit losses.

An analysis of the allowance for credit losses for the periods ended June 30, 2024 and 2025 is as follows (in thousands):

Three Months Ended June 30,

An analysis of the allowance for credit losses for the periods ended September 30, 2024 and 2025 is as follows (in thousands):

Six Months Ended September 30,

Allowance for credit losses, March 31 $ 3,197 $ 4,057

3 unchanged sentences

Foreign currency translation 443 900

Allowance for credit losses, June 30

$ 3,727 $ 8,437

Allowance for credit losses, September 30 $ 5,321 $ 9,490

NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other current assets comprise the following (in thousands):

2025 June 30,

2025 September 30,

Sales-type lease receivables, current $ 1,062 $ 957

6 unchanged sentences

$ 23,319 $ 27,858

*This includes the prepaid portion of total deferred contract assets.

NOTE 8 - INVENTORY

1 unchanged sentence

Inventories consist of the following (in thousands):

2025 June 30,

2025 September 30,

Components $ 11,859 $ 8,654

4 unchanged sentences

Fixed assets are stated at cost, less accumulated depreciation and amortization, and are summarized as follows (in thousands):

2025 June 30,

2025 September 30,

Installed and uninstalled products $ 61,564 $ 72,963

6 unchanged sentences

84,177 98,471

Accumulated depreciation and amortization ( 26,166 ) ( 30,511 )

Accumulated depreciation

( 26,166 ) ( 35,194 )

Depreciation and amortization expense for the three-month periods ended June 30, 2024 and June 30, 2025 was $ 4,749 and $ 6,172 , respectively .

$ 58,011 $ 63,277

Depreciation expense for the three- and six-month periods ended September 30, 2024 was $ 5,227 and $ 9,976 , respectively, and for the three- and six-month periods ended September 30, 2025 was $ 6,277 and $ 12,449 , respectively .

NOTE 10 - INTANGIBLE ASSETS AND GOODWILL

4 unchanged sentences

The amortization of these costs is included in cost of revenue over the estimated life of the products.

The following table summarizes identifiable intangible assets of the Company as of March 31, 2025 and June 30, 2025 (in thousands):

June 30, 2025 Useful Lives

The following table summarizes identifiable intangible assets of the Company as of March 31, 2025 and September 30, 2025 (in thousands):

September 30, 2025 Useful Lives

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

33 unchanged sentences

Total $ 310,758 $ ( 52,176 ) $ 258,582

The weighted-average amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased for June 30, 2025 were 11.5 , 10.6 , 6.8 , 4.2 , and 4.1 years and for March 31, 2025 were 11.7 , 10.8 , 7.0 , 4.4 , and 4.3 years .

Amortization expense for the three-month periods ended June 30, 2024 and 2025 was $ 5,586 and $ 9,859 , respectively .

The weighted-average amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased for September 30, 2025 were 11.2 , 10.3 , 6.5 , 3.9 , and 3.8 years, respectively, and for March 31, 2025 were 11.7 , 10.8 , 7.0 , 4.4 , and 4.3 years, respectively .

Amortization expense for the three- and six-month periods ended September 30, 2024 was $ 3,837 and $ 9,423 , respectively, and for the three- and six-month periods ended September 30, 2025 was $ 9,516 and $ 19,375 , respectively .

Estimated future amortization expense for each of the five succeeding fiscal years for these intangible assets is as follows:

2 unchanged sentences

Reconciliation of Total Goodwill

The following table is a reconciliation of the carrying amount of goodwill as of March 31, 2025 and June 30, 2025 (in thousands):

2025 June 30,

The following table is a reconciliation of the carrying amount of goodwill as of March 31, 2025 and September 30, 2025 (in thousands):

2025 September 30,

Opening balance

6 unchanged sentences

$ 383,146 $ 401,216

For the three-month period ended June 30, 2025, the Company did not identify any indicators of impairment.

For the six-month period ended September 30, 2025, the Company did not identify any indicators of impairment.

NOTE 11 - STOCK-BASED COMPENSATION

[A] Stock Options:

During the three-month period ended June 30, 2025, the Company did not grant any market-based stock options.

The following table summarizes the activity relating to the Company’s market-based stock options for the three-month period ended June 30, 2025:

During the three- and six-month periods ended September 30, 2025, the Company did not grant any market-based stock options.

The following table summarizes the activity relating to the Company’s market-based stock options for the six-month period ended September 30, 2025:

(in thousands)

6 unchanged sentences

Forfeited ( 40 ) 3.13 — —

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

5,160 13.94 6.45 $ 2,196

Vested as of June 30, 2025

During the three-month period ended June 30, 2025, the Company did no t grant any options to purchase shares of common stock with time-based vesting conditions.

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the three-month period ended June 30, 2025:

Vested as of September 30, 2025

During the three- and six-month periods ended September 30, 2025, the Company did no t grant any options to purchase shares of common stock with time-based vesting conditions.

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the six-month period ended September 30, 2025:

(in thousands)

6 unchanged sentences

Forfeited ( 7 ) 5.98 — —

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

1,883 4.50 6.27 $ 1,721

Vested as of June 30, 2025

Vested as of September 30, 2025

1,695 4.52 6.00 $ 1,546

The Company recorded stock-based compensation expense of $ 1,817 and $ 447 for the three-month periods ended June 30, 2024, and 2025, respectively, in connection with awards made under the stock option plans, including market-based and time-based options.

The Company recorded stock-based compensation expense of $ 627 and $ 2,444 for the three- and six-month periods ended September 30, 2024, respectively, and $ 406 and $ 853 for the three- and six-month periods ended September 30, 2025, respectively, in connection with awards made under the stock option plans, including market-based and time-based options.

The decrease in the recognized expense is because the prior year included acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that were outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting) in connection with the closing of the MiX Combination.

The fair value of options vested during the three-month periods ended June 30, 2024 and 2025 was $ 1,457 and $ 100 , respectively.

There were no option exercises that occurred during the three-month periods ended June 30, 2024 and 2025.

As of June 30, 2025, there was $ 583 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

The fair value of options vested during the six-month periods ended September 30, 2024 and 2025 was $ 1,552 and $ 199 , respectively.

There were no option exercises that occurred during the six-month periods ended September 30, 2024 and 2025.

As of September 30, 2025, there was $ 484 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

That cost is expected to be recognized over a weighted-average period of 0.72 years.

As of June 30, 2025, there was $ 1,795 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

As of September 30, 2025, there was $ 1,461 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

That cost is expected to be recognized over a weighted-average period of 1.46 years.

7 unchanged sentences

The fair value of each share is based on the Company’s closing stock price on the date of the grant.

During the three-month period ended June 30, 2025, the Company granted 373 restricted shares of common stock to the Company’s senior management team, which vest in equal installments over a three-year period, provided that they remain employed by the Company on each scheduled vesting date.

Grant date for these awards was determined to be April 23, 2025.

The Company granted an additional 11 restricted shares of common stock, which vest in equal installments over a twelve month period, provided that they remain employed by the Company on the scheduled vesting date.

During the three-month period ended June 30, 2025, the Company granted 1,475 restricted performance shares of common stock to the Company’s executive officers and senior management team, which vest if specified performance targets are achieved and provided that they remained employed by the Company on the scheduled vesting date.

Grant date for these awards was determined to be April 23, 2025.

A summary of all unvested restricted stock for the three-month period ended June 30, 2025 is as follows:

During the six-month period ended September 30, 2025, the Company granted 373 restricted shares of common stock to the Company’s senior management team, which vest in equal installments over a three-year period, provided that they remain employed by the Company on each scheduled vesting date.

The Company also granted an additional 11 restricted shares of common stock to the Company’s senior management team, which vest in equal installments over a 12-month period, provided that they remain employed by the Company on each scheduled vesting date.

The grant date for these awards was determined to be April 23, 2025.

During the six-month period ended September 30, 2025, the Company granted 1,475 restricted shares of common stock to the Company’s executive officers and senior management team, which vest in full if specified performance targets are achieved and provided that they remain employed by the Company on the scheduled vesting date.

The grant date for these awards was determined to be April 23, 2025.

A summary of all unvested restricted stock for the six-month period ended September 30, 2025 is as follows:

Time-Based Restricted Shares

19 unchanged sentences

Forfeited or expired — — — — — —

Unvested, June 30, 2025

Unvested, September 30, 2025

752 5.26 938 5.35 1,475 4.75

The Company recorded stock-based compensation expenses of $ 3,095 and $ 820 for the three-month periods ended June 30, 2024 and 2025, respectively, in connection with restricted stock grants.

As of June 30, 2025, there was $ 9,207 of total unrecognized compensation cost related to unvested shares.

The Company recorded stock-based compensation expenses of $ 125 and $ 3,220 for the three- and six-month periods ended September 30, 2024, respectively, and $ 1,769 and $ 2,589 for the three- and six-month periods ended September 30, 2025, respectively, in connection with restricted stock grants.

As of September 30, 2025, there was $ 7,921 of total unrecognized compensation cost related to unvested shares.

[C] Stock Appreciation Rights:

The following table summarizes the activity relating to the Company's stock appreciation rights ("SARs") for the three-month period ended June 30, 2025:

The following table summarizes the activity relating to the Company’s stock appreciation rights (“SARs”) for the six-month period ended September 30, 2025:

Number of SARs

5 unchanged sentences

Forfeited ( 210 ) 2.17

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

2,538 2.37 2.78

Vested as of June 30, 2025

Vested as of September 30, 2025

776 2.49 1.97 $ 2,136

The total stock-based compensation expense recognized during the three-month periods ended June 30, 2024, and 2025 was $ 1,016 and $ 361 , respectively.

As of June 30, 2025, there was $ 3,595 of unrecognized compensation cost related to unvested SARs.

The total stock-based compensation expense recognized during the three- and six-month periods ended September 30, 2024 was $ 637 and $ 1,600 , respectively, and during the three- and six-month periods ended September 30, 2025 was $ 361 and $ 722 , respectively.

As of September 30, 2025, there was $ 3,234 of unrecognized compensation cost related to unvested SARs.

This amount is expected to be recognized over a weighted-average period of 2.23 years.

[D] Warrants:

On April 21, 2025, the Company issued to Private Capital Management Holdings, L.P., an affiliate of Private Capital Management, LLC (“PCM”), a warrant to purchase 130,275 shares of common stock in lieu of granting certain equity compensation to Andrew Martin, one of the Company's directors and a partner and member of the investment research team at PCM.

compensation to Andrew Martin, one of the Company’s directors and a partner and member of the investment research team at PCM.

The warrants become exercisable in 10 equal installments on the last day of each quarter starting June 30, 2024.

5 unchanged sentences

Fair value of warrants granted during the quarter

The total stock-based compensation expense recognized during the three-month period ended June 30, 2025 was $ 226 .

As of June 30, 2025, there was $ 138 of unrecognized compensation cost related to unvested warrants.

This amount is expected to be recognized over a weighted-average period of 1.25 years.

The total stock-based compensation expense recognized during the three- and six-month periods ended September 30, 2025 was $ 58 and $ 283 , respectively.

As of September 30, 2025, there was $ 80 of unrecognized compensation cost related to unvested warrants.

This amount is expected to be recognized over a weighted-average period of 1.00 year.

NOTE 12 - NET LOSS PER SHARE

Net loss per share for the three-month periods ended June 30, 2024 and 2025 are as follows:

Three Months Ended June 30,

Net loss per share for the three- and six-month periods ended September 30, 2024 and 2025 are as follows:

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

Basic and diluted loss per share

10 unchanged sentences

NOTE 13 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT

2025 September 30,

Short-term bank debt $ 36,788 $ 37,477

2 unchanged sentences

Short-Term Bank Debt

As of June 30, 2025, short-term debt comprised $ 31,935 of borrowing facilities and $ 12 of book overdrafts .

On March 7, 2024, as part of the MiX Combination, MiX Telematics and Powerfleet entered into the Facilities Agreement with RMB.

Following the signing of the Facilities Agreement, MiX Telematics entered into a Facility Notice and General Terms and Conditions (the “Credit Agreement”) with RMB on March 14, 2024 for a 364-day committed general banking facility of R 350,000 (the equivalent of $ 19,644 as of June 30, 2025 ) (the “RMB General Facility”).

As of September 30, 2025, short-term debt comprised $ 37,461 of borrowing facilities and $ 16 of book overdrafts .

On March 7, 2024, as part of the MiX Combination, Powerfleet, together with certain of its wholly owned subsidiaries, entered into a Facilities Agreement (the “Facilities Agreement”) with RMB.

Following the signing of the Facilities Agreement, MiX Telematics entered into a Facility Notice and General Terms and Conditions (the “Credit Agreement”) with RMB on March 14, 2024 for a 364-day committed general banking facility of R 350,000 (the equivalent of $ 20,249 as of September 30, 2025 ) (the “RMB General Facility”).

The Credit Agreement and the rights and obligations of the parties are subject to the terms and conditions of the Facilities Agreement, which is described in more detail below.

2 unchanged sentences

Interest rate for the RMB General Facility is calculated at South African prime rate minus 0.75 % per annum and will be calculated on the daily outstanding balance, compounded monthly in arrears and repaid quarterly.

As of June 30, 2025, $ 16,579 of the RMB General Facility was utilized.

As of September 30, 2025, $ 20,246 of the RMB General Facility was utilized.

Hapoalim Debt

As of June 30, 2025, Powerfleet Israel Ltd.

As of September 30, 2025, Powerfleet Israel Ltd.

(“Powerfleet Israel”) had utilized approximately $ 17,215 under the Hapoalim Revolving Facilities, which are described below .

7 unchanged sentences

The A&R Credit Agreement provides for (i) two senior secured term loan facilities denominated in NIS to Powerfleet Israel in an aggregate principal amount of $ 30,000 (composed of two facilities in the aggregate principal amounts of $ 20,000 and $ 10,000 , respectively) (“Hapoalim Facility A” and “Hapoalim Facility B,” respectively, and, collectively, the “Hapoalim Term Facilities”) and (ii) two revolving credit facilities to Pointer in an aggregate principal amount of $ 20,000 (composed of two revolvers in the aggregate principal amounts of $ 10,000 and $ 10,000 , respectively) (“Hapoalim Facility C” and “Hapoalim Facility D,” respectively, and, collectively, the “Hapoalim Revolving Facilities” and, together with the Hapoalim Term Facilities, the “Hapoalim Credit Facilities”).

Powerfleet Israel drew down $ 30,000 in cash under the Hapoalim Term Facilities on March 18, 2024 and used the proceeds to prepay approximately $ 11,200 , representing the remaining outstanding balance, of the Prior Credit Facilities, with the remaining proceeds distributed to Powerfleet.

Powerfleet Israel drew down $ 30,000 in cash under the Hapoalim Term Facilities on March 18, 2024 and used the proceeds to prepay approximately $ 11,200 , representing the

remaining outstanding balance, of the Prior Credit Facilities, with the remaining proceeds distributed to Powerfleet.

The proceeds of the Hapoalim Revolving Facilities may be used by Pointer for general corporate purposes, including working capital and capital expenditures.

On December 30, 2024, the Borrowers entered into an amendment to the A&R Credit Agreement, which increases the principal amount available under Hapoalim Facility D from $ 10,000 to $ 20,000 and provides that the total principal amount of Hapoalim Facility D may be distributed to the Company or any of its subsidiaries by no later than December 31, 2025, subject to certain terms and conditions of the A&R Credit Agreement.

As of June 30, 2025, Pointer had utilized $ 15,356 under the Hapoalim Revolving Facilities.

The available undrawn facility balance at June 30, 2025 was $ 14,644 .

As of September 30, 2025, Pointer had utilized $ 17,215 under the Hapoalim Revolving Facilities.

The available undrawn facility balance at September 30, 2025 was $ 12,785 .

The interest rates for borrowings under Hapoalim Facility A and Hapoalim Facility B are Hapoalim’s prime rate + 2.2 % per annum, and Hapoalim’s prime rate + 2.3 % per annum, respectively.

Hapoalim’s prime rate at June 30, 2025 was 6 % .

Hapoalim’s prime rate at September 30, 2025 was 6 % .

Interest is payable quarterly on March 25, June 25, September 25, and December 25 over five years.

4 unchanged sentences

The interest rate for borrowings under Hapoalim Facility C is, with respect to NIS-denominated loans, Hapoalim’s prime rate + 2.5 %, and with respect to U.S.

dollar-denominated loans, SOFR + 2.15 %.

dollar-denominated loans, Secured Overnight Financing Rate (“SOFR ” ) + 2.15 %.

Borrowings under Hapoalim Facility D will bear interest at the applicable interest rate set forth in the standard form documents entered into in connection with each utilization of Hapoalim Facility D.

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The occurrence of any event of default under the A&R Credit Agreement may result in all outstanding indebtedness under the Hapoalim Credit Facilities becoming immediately due and payable.

The financial covenants have been met for the quarter ending June 30, 2025.

The financial covenants have been met for the quarter ended September 30, 2025.

The Hapoalim Credit Facilities continue to be secured by first ranking and exclusive fixed and floating charges, including by Powerfleet Israel over the entire share capital of Pointer and by Pointer over all of its assets, as well as cross guarantees between Powerfleet Israel and Pointer, except that the Borrowers’ holdings in Pointer do Brasil Comercial Ltda., Pointer Argentina and Pointer South Africa are excluded from such floating charges.

1 unchanged sentence

The Hapoalim Term Facilities under the A&R Credit Agreement have been accounted for as modifications of the term facilities that were provided under the Prior Credit Agreement because the change in the present value of the cash flows under the A&R Credit Agreement is less than 10 % of the present value of the cash flows under the Prior Credit Agreement.

The proceeds of the Hapoalim Term Facilities ($ 40,000 ), less the prepayment of the term loans under the Prior Credit Facility (approximately $ 11,200 ), amounting to approximately $ 28,800 , has been recognized as an increase in the carrying value of the prior term loans that was recognized previously.

For the three-months ended June 30, 2024, the Company recorded $ 30 of amortization of the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the three-month period ended June 30, 2025, the Company recorded $ 15 of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim.

The Company recorded charges of $ 655 and $ 624 to interest expense on its Consolidated Statement of Operations for the three-month periods ended June 30, 2024 and 2025 , respectively, related to interest expense associated with the Hapoalim debt.

On March 7, 2024, the Company entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to provide the Company with two term loan facilities in an aggregate principal amount of $ 85,000 , composed of Facility A and Facility B, each with a principal amount of $ 42,500 (“RMB Facility A” and “RMB Facility B,” respectively, and collectively, the “RMB Facilities”).

The proceeds of the Hapoalim Term Facilities ($ 40,000 ), less the prepayment of the term loans under the Prior Credit Facility (approximately

$ 11,200 ), amounting to approximately $ 28,800 , has been recognized as an increase in the carrying value of the prior term loans that was recognized previously.

For the three-month period ended September 30, 2024, the Company recorded $ 15 of amortization of the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the six-month period ended September 30, 2024, the Company recorded a credit of $ 15 net of additional deferred costs to the original debt issuance costs and amortization of the original debt issuance costs.

For the three- and six-month periods ended September 30, 2025, the Company recorded $ 15 and $ 30 of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim, respectively.

The Company recorded charges of $ 591 and $ 1,246 to interest expense on its Consolidated Statement of Operations for the three- and six-month periods ended September 30, 2024, respectively, and $ 608 and $ 1,232 for the three- and six-month periods ended September 30, 2025, respectively, related to interest expense associated with the Hapoalim debt.

On March 7, 2024, the Company, together with certain of its wholly owned subsidiaries, entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to provide the Company with two term loan facilities in an aggregate principal amount of $ 85,000 , composed of Facility A and Facility B, each with a principal amount of $ 42,500 (“RMB Facility A” and “RMB Facility B,” respectively, and, collectively, the “RMB Facilities”).

The Company drew down $ 85,000 in cash under the RMB Facilities on March 13, 2024, the proceeds of which were used to redeem all the then-outstanding shares of the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”) and for general corporate purposes.

4 unchanged sentences

Systems, and Movingdots.

The interest rates of borrowings under RMB Facility A and RMB Facility B are 8.699 % per annum and 8.979 % per annum, respectively.

On October 31, 2025, the Company, together with certain of its wholly owned subsidiaries (the “Obligors”), entered into a First Amendment and Restatement Agreement with RMB, pursuant to which the Obligors and RMB agreed to amend and restate the Facilities Agreement (as amended and restated, the “Amended and Restated Facilities Agreement”) to, among other things, (i) extend the final maturity date of RMB Facility A by 12 months, (ii) update the interest rates of the RMB Facilities, and (iii) update certain financial covenants to conform to the Facility Agreement (as defined below), each as further described below.

Pursuant to the Amended and Restated Facilities Agreement, borrowings under RMB Facility A bear interest at 8.699 % per annum until March 31, 2027 and, thereafter, at 4.85 % (provided no event of default is continuing), plus the applicable term SOFR reference rate (or, if unavailable, an interpolated, historic or interpolated historic SOFR rate, or, if none of the foregoing are available, the 3-month Treasury bill rate).

Borrowings under RMB Facility B continue to bear interest at 8.979 % per annum.

Interest is payable quarterly in arrears.

RMB Facility A matures on March 31, 2027, and RMB Facility B matures on March 31, 2029.

Pursuant to the Amended and Restated Facilities Agreement, RMB Facility A now matures on March 31, 2028, and RMB Facility B matures on March 31, 2029.

The Company may prepay the RMB Facilities at any time, subject to a minimum reduction of $ 5,000 and multiples of $ 1,000 .

6 unchanged sentences

Upon initial recognition of the RMB Facilities, a Prepayment Derivative asset of $ 610 and $ 1,616 for RMB Facility A and RMB Facility B, respectively, was recognized with a corresponding increase in the initial carrying amount of each debt-host contract.

The fair value of the embedded derivative is estimated using a “with-and-without”

approach as the difference between the value of the RMB Facilities with and without the embedded derivative using both the binomial lattice model and discounted cash flow analysis.

The following key assumptions were used in June 30, 2025:

The fair value of the embedded derivative is estimated using a “with-and-without” approach as the difference between the value of the RMB Facilities with and without the embedded derivative using both the binomial lattice model and discounted cash flow analysis.

The following key assumptions were used in September 30, 2025:

Facility A Facility B

4 unchanged sentences

US Treasury rate

As of March 31, 2025 , the Secured Overnight Financing Rate ( SOFR ) spot rate was 4.41 % and, as of June 30, 2025, the US Treasury rate was 3.70 % .

As of March 31, 2025, the SOFR spot rate was 4.41 % and, as of September 30, 2025, the US Treasury rate was 4.73 % .

The Prepayment Derivative is classified as a Level 3 in the fair value hierarchy due to the use of at least one significant unobservable input which is the credit spread volatility .

1 unchanged sentence

however, in future periods, it will also be an unobservable input.

For the Prepayme nt Derivative asset in RMB Facility A, a change of -10% in credit spread volatility would result in no change in the derivative asset, while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 114 .

For the Prepayment Derivative asset in RMB Facility B, a change of -10% in credit spread volatility would result in no change in the derivative asset, while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 110 .

The Prepayment Derivative assets are included in Other assets and their fair values were $ 850 and $ 1,880 for RMB Facility A and RMB Facility B, respectively, as of March 31, 2025 and, $ 634 and $ 1,992 for RMB Facility A and RMB Facility B, respectively, as of June 30, 2025.

For the Prepayment Derivative asset in RMB Facility A, a change of -10% in credit spread volatility would result in no change in the derivative asset, and a change of +10% in credit spread volatility would also result in no change in the derivative asset.

For the Prepayment Derivative asset in RMB Facility B, a change of -10% in credit spread volatility would result in a decrease in the derivative asset of $ 20 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 10 .

The Prepayment Derivative assets are included in Other assets and their fair values were $ 850 and $ 1,880 for RMB Facility A and RMB Facility B, respectively, as of March 31, 2025 and, $ 864 and $ 2,652 for RMB Facility A and RMB Facility B, respectively, as of September 30, 2025.

The debt-host contracts are accounted for at amortized cost.

Total debt issuance costs of appr oximately $ 1,000 were incurred.

For the three-month period ended June 30, 2025, the Company recorded $ 72 of amortization of the original debt issuance costs and the refinancing fee to RMB.

For the three-month period ended June 30, 2025, the Company recorded interest expense of $ 1,920 .

For the three- and six-month periods ended September 30, 2025, the Company recorded $ 74 and $ 146 of amortization of the original debt issuance costs and the refinancing fee to RMB, respectively.

For the three- and six-month periods ended September 30, 2025, the Company recorded interest expense of $ 1,920 and $ 3,840 , respectively.

RMB Term Facility

On September 27, 2024, the Company, together with I.D.

Systems and Movingdots, each a wholly owned subsidiary of the Company, entered into a Facility Agreement (the “Facility Agreement”) with RMB, pursuant to which RMB agreed to provide the Company with a term loan facility in an aggregate principal amount of $ 125,000 (the “New RMB Term Facility”).

Systems and Movingdots, each a wholly owned subsidiary of the Company, entered into a Facility Agreement (the “Facility Agreement” and, together with the Amended and Restated Facilities Agreement, the “RMB Facilities Agreements”) with RMB, pursuant to which RMB agreed to provide the Company with a term loan facility in an aggregate principal amount of $ 125,000 (the “New RMB Term Facility”).

The Company drew down the full amount of the New RMB Term Facility on October 1, 2024, and used the proceeds to pay a portion of the Purchase Price in connection with the FC Acquisition.

12 unchanged sentences

The amount payable or receivable will be calculated relative to the interest that RMB would be able to obtain by placing the amount prepaid on deposit with a leading bank in the London interbank market for a period from the prepayment until the end of such interest period.

The New RMB Term Facility bears interest at 5 % per annum (provided no event of default is continuing), plus the applicable term SOFR reference rate (or an interpolated rate if SOFR is unavailable), payable quarterly in arrears on March 31, June 30, September 30, and December 31 each year, and on October 31, 2029.

The stated interest rate at June 30, 2025 was 9.45 %.

September 30, and December 31 each year, and on October 31, 2029.

The stated interest rate at September 30, 2025 was 9.20 %.

The Company paid a non-refundable deal structuring fee of $ 1,250 to RMB on October 1, 2024.

Total debt issuance costs, including the $ 1,250 non-refundable deal structuring fee to RMB, of approximately $ 1,433 were incurred.

For the three-month period ended June 30, 2025, the Company recorded $ 58 of amortization of these costs.

For the three-month period ended June 30, 2025, the Company recorded $ 2,938 of interest expense.

The Facility Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to the ratio of the Company’s consolidated total net borrowings to consolidated EBITDA and the ratio of the Company’s consolidated EBITDA to consolidated total finance costs.

The Facility Agreement also includes representations, warranties, events of default and other provisions customary for financings of this type.

The occurrence of any event of default under the Facility Agreement may result in all outstanding indebtedness under the RMB Term Facility becoming immediately due and payable.

Scheduled contractual maturities of the long-term debt as of June 30, 2025 are as follows (in thousands):

For the three- and six-month periods ended September 30, 2025, the Company recorded $ 60 and $ 118 , respectively, of amortization of these costs.

For the three- and six-month periods ended September 30, 2025, the Company recorded $ 2,905 and $ 5,843 of interest expense.

The RMB Facilities Agreements contain certain customary affirmative and negative covenants, including financial covenants with respect to the ratio of the Company’s consolidated total net borrowings to consolidated EBITDA, which must be less than (i) 4.00 at September 30, 2025, (ii) 3.50 at December 31, 2025, (iii) 3.00 at March 31, 2026, (iv) 2.75 from June 30, 2026 through March 30, 2027, and (v) 2.50 thereafter, and the ratio of the Company’s consolidated EBITDA to consolidated total finance costs, which must exceed (i) 3.00 from September 30, 2025 through September 29, 2026 and (ii) 3.50 thereafter.

The RMB Facilities Agreements also include representations, warranties, events of default and other provisions customary for financings of this type.

The occurrence of any event of default under the RMB Facilities Agreements may result in all outstanding indebtedness under the RMB Facilities or New RMB Term Facility, as applicable, becoming immediately due and payable.

The RMB Facilities Agreements include an equity cure provision, allowing the Company to remedy a breach of the above financial covenants by receiving a qualifying shareholder contribution (a “Cure Amount”) within 45 days of the relevant Measurement Date (as defined in each of the RMB Facilities Agreements).

The Cure Amount may be applied as a notional reduction in net borrowings or finance costs solely for covenant compliance purposes.

The use of this provision is limited to (i) no more than two consecutive Measurement Periods (as defined in each of the RMB Facilities Agreements) and (ii) a maximum of three times over the life of RMB Facilities Agreements, as applicable.

All Cure Amounts must be applied toward mandatory prepayment of outstanding loans under the RMB Facilities or New RMB Term Facility, as applicable.

The financial covenants for the RMB Facilities Agreements have been met for the quarter ended September 30, 2025.

Scheduled contractual maturities of the long-term debt as of September 30, 2025 are as follows (in thousands):

2026 (remaining)

4 unchanged sentences

Accrued expenses and other current liabilities consist of the following (in thousands):

2025 September 30,

Accrued warranty $ 1,479 $ 1,348

3 unchanged sentences

$ 45,327 $ 41,419

The following table summarizes warranty activity for the three months ended June 30, 2024 and 2025 (in thousands):

Three Months Ended June 30,

The following table summarizes warranty activity for the six months ended September 30, 2024 and 2025 (in thousands):

Six Months Ended September 30,

Accrued warranty reserve, beginning of year $ 2,926 $ 3,618

1 unchanged sentence

Product replacements and other warranty expenditures ( 202 ) ( 608 )

Expiration of warranties (over warranty accrual)

Expiration of warranties (under (over) warranty accrual)

Acquired through MiX Combination

2 unchanged sentences

$ 3,370 $ 2,518

(1) Includes non-current accrued warranty included in other long-term liabilities at June 30, 2024 and 2025 of $ 1,884 and $ 2,134 , respectively.

(1) Includes non-current accrued warranty included in other long-term liabilities at September 30, 2024 and 2025 of $ 1,847 and $ 1,170 , respectively.

NOTE 15 - RESTRUCTURING EXPENSES

The Company initiated restructuring actions in connection with the integration of MiX Telematics and Fleet Complete to streamline operations and capture operating synergies.

These actions included workforce reductions and employee terminations related to consolidation of overlapping functions.

The Company’s restructuring plans are generally country- or region-specific and are typically completed within a one-year period.

For the three-month periods ended September 30, 2024 and 2025, the Company recognized restructuring expenses of $ 492 and $ 770 , respectively, primarily consisting of employee termination costs.

For the six-month periods ended September 30, 2024 and 2025, the Company recognized restructuring expenses of $ 1,235 and $ 2,765 , respectively, primarily consisting of employee termination costs.

Restructuring expenses are recorded in selling, general and administrative expenses in the condensed consolidated statements of operations.

The following table summarizes the details of the Company’s restructuring liability (included in accrued expenses and other current liabilities on the condensed consolidated balance sheet) (in thousands):

2025 September 30,

Opening balance

Assumed in business combination

Cash payments

( 3,604 ) ( 2,499 )

Foreign currency translation

Closing balance

As of September 30, 2025, the Company incurred expenses of $ 7,438 in connection with restructuring activities and expects to incur additional charges, primarily for severance, with most related cash outflows expected within the next 12 months.

As the Company continues executing its adjusted EBITDA expansion strategy, it may identify further cost synergies, which may result in additional restructuring-related expenses.

In addition to these restructuring expenses, the Company recognized inventory write-downs related to hardware rationalization (included in cost of revenue) and retention, leadership transition, and other professional costs (included in selling, general and administrative expenses) associated with the restructuring activities.

Lease-related impairments and modifications, if any, are accounted for under ASC 842 (included in other income/expenses).

NOTE 16 - STOCKHOLDERS’ EQUITY

5 unchanged sentences

Commencing on the 66-month anniversary of the date on which any shares of Series A Preferred Stock were first issued (the “Original Issuance Date”), and on each monthly anniversary thereafter, the dividend rate would increase by 100 basis points, until the dividend rate reached 17.5 % per annum, subject to the Company’s right to defer the increase for up to three consecutive months on terms set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Charter”).

During the three-month period ended June 30, 2024 the Company paid $ 25 in dividends to the holders of the Series A Preferred Stock, which included d ividends for the period ended March 31, 2024, plus accrued dividends through April 2, 2024.

NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes net loss and foreign currency translation gains and losses.

The accumulated balances for each classification of other comprehensive income for the three-month period ended June 30, 2025 are as follows (in thousands):

During the six-month period ended September 30, 2024 the Company paid $ 25 in dividends to the holders of the Series A Preferred Stock, which included d ividends for the period ended March 31, 2024, plus accrued dividends through April 2, 2024.

NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) income includes net loss and foreign currency translation gains and losses.

The accumulated balances for each classification of other comprehensive income for the six-month period ended September 30, 2025 are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive (loss) income

3 unchanged sentences

32,312 32,312

Balance at June 30, 2025

Balance at September 30, 2025

$ 23,462 $ 23,462

The accumulated balances for each classification of other comprehensive loss for the three-month period ended June 30, 2024 are as follows (in thousands):

The accumulated balances for each classification of other comprehensive loss for the six-month period ended September 30, 2024 are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive loss

2 unchanged sentences

Current period change

Balance at June 30, 2024

( 379 ) ( 379 )

Balance at September 30, 2024

$ ( 1,364 ) $ ( 1,364 )

NOTE 18 - SEGMENT INFORMATION

6 unchanged sentences

The following table summarizes the revenues and significant expenses and regularly provided to the CODM (in thousands):

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

Total revenues $ 77,018 $ 111,679 $ 152,448 $ 215,800

7 unchanged sentences

Interest expense, net ( 4,042 ) ( 6,977 ) ( 6,733 ) ( 13,763 )

Other expense, net

Other income (expense), net

1,674 ( 546 ) 1,050 ( 1,789 )

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The following table summarizes revenues by geographic region (in thousands):

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

North America $ 21,255 $ 41,243 $ 42,396 $ 78,668

2 unchanged sentences

Europe and Middle East 9,178 13,042 17,043 25,394

5,508 10,651 11,561 21,269

Other 5,148 5,345 10,459 10,711

1 unchanged sentence

The following table summarizes long-lived assets by geographic region (in thousands):

2025 September 30,

North America $ 13,051 $ 15,470

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The currently forecasted ETR may vary from the actual year-end due to the changes in these factors.

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

Domestic pre-tax book loss $ ( 7,136 ) $ ( 8,204 ) $ ( 23,611 ) $ ( 18,549 )

7 unchanged sentences

Effective tax rate ( 15.73 ) % ( 42.13 ) % ( 5.72 ) % ( 12.67 ) %

For the three-month periods ended June 30, 2024 and 2025, the effective tax rate differed from the statutory tax rates primarily due to the mix of domestic and foreign earnings amongst taxable jurisdictions, recorded valuation allowances to fully reserve against deferred tax assets in jurisdictions, and certain discrete items.

For the three- and six-month periods ended September 30, 2024 and 2025, the effective tax rate differed from the statutory tax rates primarily due to the mix of domestic and foreign earnings amongst taxable jurisdictions, recorded valuation allowances to fully reserve against deferred tax assets in jurisdictions, and certain discrete items.

NOTE 20 - LEASES

2 unchanged sentences

The Company’s leases have remaining lease terms ranging from approximately 1 to 10 years.

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term.

7 unchanged sentences

The components of lease cost are as follows (in thousands):

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2025 2024 2025

Short-term lease cost $ 228 $ 396 $ 435 $ 814

Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows (in thousands):

Three Months Ended June 30,

Six Months Ended September 30,

Non-cash activity:

Right-of-use assets obtained in exchange for lease obligations $ 1,262 $ 1,401

Reduction of right-of-use assets due to MiX Combination (1)

$ ( 933 ) $ —

(1) Subsequent to the MiX Combination, certain leases were terminated or modified due to the consolidation of leased space.

Weighted-average remaining lease term and discount rate for our operating leases are as follows:

September 30,

Weighted-average remaining lease term - operating leases (in years) (1)

1 unchanged sentence

(1) Including expected renewals where appropriate.

Scheduled maturities of operating lease liabilities outstanding as of June 30, 2025 are as follows (in thousands):

July 2025 - March 2026

Scheduled maturities of operating lease liabilities outstanding as of September 30, 2025 are as follows (in thousands):

October 2025 - March 2026 $ 3,611

Thereafter 2,007

4 unchanged sentences

The carrying value of finance lease receivables approximates fair value due to the interest rate implicit in the instruments approximating current market rates.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities and short-term bank debt approximates their fair values due to the short period to maturity of these instruments.

maturity of these instruments.

The fair value of the loans to external parties included in other non-current assets is determined using unobservable market data (Level 3 inputs), that represent management ’ s estimate of current interest rates that a commercial lender would charge borrower s.

1 unchanged sentence

The Prepayment Derivative within the RMB Facilities is classified as a Level 3 in the fair value hierarchy due to the use of at least one significant unobservable input which is the credit spread volatility (see Note 13).

There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3, of the fair value hierarchy during the year ended March 31, 2025 and the three months ended June 30, 2025.

As of June 30, 2025

There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3, of the fair value hierarchy during the year ended March 31, 2025 and the three and six months ended September 30, 2025.

As of September 30, 2025

Carrying Amount Total Fair Value

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NOTE 22 - CONCENTRATION OF CUSTOMERS

For the three-month periods ended June 30, 2024 and 2025, there were no customers that generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable.

For the three- and six-month periods ended September 30, 2024 and 2025, there were no customers that generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable.

NOTE 23 - COMMITMENTS AND CONTINGENCIES

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(“Pointer Brazil”) received a tax deficiency notice alleging that the services provided by Pointer Brazil should be classified as “telecommunication services” and therefore Pointer Brazil should be subject to the state value-added tax.

The aggregate amount claimed to be owed under the notice was approximately $ 5,493 as of June 30, 2025.

The aggregate amount claimed to be owed under the notice was approximately $ 5,493 as of September 30, 2025.

On August 14, 2018, the lower chamber of the State Tax Administrative Court in São Paulo rendered a decision that was favorable to Pointer Brazil in relation to the ICMS demands, but adverse in regard to the clerical obligation of keeping in good order a set of ICMS books and related tax receipts.

1 unchanged sentence

The state has appealed to the higher chamber of the State Tax Administrative Court.

In April 2025, the Company obtained a tax certificate indicating that the claim is under discussion and should not be recognized as a liability to the Company.

In April 2025, the Company

obtained a tax certificate indicating that the claim is under discussion and should not be recognized as a liability to the Company.

For this reason, the Company has not made any provision.

1 unchanged sentence

No connection incentive s will be received in terms of the amended network services agreement.

The maximum potential liability under the arrangement as of March 31, 2025 and June 30, 2025 was $ 609 and $ 565 , respectively.

The maximum potential liability under the arrangement as of March 31, 2025 and September 30, 2025 was $ 609 and $ 515 , respectively.

No loss is consider ed probable under this arrangement.

1 unchanged sentence

The Company filed an answer to Fleet Connect’s complaint on November 8, 2024, denying the claims together with counterclaims to invalidate Fleet Connect’s patents.

Fleet Connect made a settlement demand of $ 3.45 million, however the Company has not yet responded to the demand.

Fleet Connect made a settlement demand of $ 3.45 million, and the parties involved in the complaint are in the process of finalizing the settlement.

In addition, on February 11, 2025, Fleet Connect filed a second lawsuit against the Company in the United States District Court of the Eastern District of Texas.

The Company then filed a similar motion under Section 101 challenging the validity of some of the patents involved in this lawsuit as well.

The Company entered into an agreement with the company who is negotiating a license from Fleet Connect for a number of other infringers.

The Company is evaluating the claims with patent counsel, however based on currently available information, the Company is unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter.

The Company entered into an agreement with a third party that is negotiating a license from Fleet Connect on behalf of a number of other alleged infringers.

Through such third party, a patent license with Fleet Connect was finalized.

Fleet Connect has since dismissed both lawsuits, and the dismissals were effective as of October 11, 2025.

As a result, both cases are now closed.

NOTE 24 - RECENT ACCOUNTING PRONOUNCEMENTS

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The Company is evaluating the effect of adopting ASU 2024-3.

On September 18, 2025, the FASB released ASU 2025-06, which amends certain aspects of the accounting for, and disclosure of, software costs under ASC 350-40.

The amendments also supersede the guidance on website development costs in ASC 350-50 and relocate that guidance, along with the recognition requirements for development costs specific to websites, to ASC 350-40.

Although the ASU makes targeted improvements to ASC 350-40, it does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed externally that is subject to ASC 985-20.

The FASB also chose not to amend the guidance on costs of software licenses that are within the scope of ASC 985-20.

The amendments “are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.” Early adoption is permitted as of the beginning of an annual reporting period.

The Company is evaluating the effect of adopting ASU 2025-06.

NOTE 25 - SUBSEQUENT EVENTS

As described in Note 13 above, on October 31, 2025, the Company, together with the Obligors, entered into the First Amendment and Restatement Agreement with RMB, pursuant to which the Obligors and RMB agreed to amend and restate the Facilities Agreement to, among other things, (i) extend the final maturity date of RMB Facility A by 12 months to March 31, 2028, (ii) update the interest rates of the RMB Facilities, and (iii) update certain financial covenants to conform to the Facility Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements