What changed in this filing

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Item 1. Financial Statements

2026-02-09 compared with 2025-11-10 · 206 added, 236 removed, 757 unchanged (37% of the section changed)

5 unchanged sentences

March 31, 2025

September 30, 2025

December 31, 2025

Current assets:

1 unchanged sentence

Restricted cash 4,396 4,635

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

Accounts receivables, net of allowance for credit losses of $ 4,057 and $ 9,667 as of March 31, 2025 and December 31, 2025, respectively

78,623 92,223

32 unchanged sentences

authorized 175,000 shares, $ 0.01 par value;

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

135,379 and 136,105 shares issued at March 31, 2025 and December 31, 2025, respectively;

shares outstanding, 133,316 and 134,041 at March 31, 2025 and December 31, 2025, respectively

Additional paid-in capital 671,400 677,377

3 unchanged sentences

Treasury stock;

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

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

( 11,518 ) ( 11,518 )

10 unchanged sentences

(In thousands, except per share data)

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

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

11 unchanged sentences

Total operating expenses 60,026 56,342 158,679 173,207

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

(Loss) profit from operations ( 1,243 ) 6,346 ( 18,905 ) 8,551

Interest income 359 111 831 569

1 unchanged sentence

( 7,942 ) ( 6,844 ) ( 14,675 ) ( 20,607 )

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

Other (expense) income, net ( 2,011 ) 14 ( 961 ) ( 1,775 )

Net loss before income taxes ( 10,837 ) ( 373 ) ( 33,710 ) ( 13,262 )

13 unchanged sentences

(In thousands)

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

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

2 unchanged sentences

Total other comprehensive (loss) income ( 6,214 ) 18,034 ( 6,593 ) 50,346

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

Comprehensive (loss) income $ ( 20,563 ) $ 14,670 $ ( 45,166 ) $ 32,460

24 unchanged sentences

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

Net loss attributable to common stockholders — — — ( 3,364 ) — — — ( 3,364 )

Foreign currency translation adjustment — — — — 18,034 — — 18,034

Stock-based compensation

— — 1,491 — — — — 1,491

Issue of stock appreciation rights and restricted share awards

222 — — — — — — —

Exercise of stock options 13 — 39 — — — — 39

Balance as of December 31, 2025

136,105 $ 1,343 $ 677,377 $ ( 223,669 ) $ 41,496 $ ( 11,518 ) $ 150 $ 485,179

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

Treasury Stock Non-Controlling Interest Total Stockholders’ Equity

Number of Shares Amount

19 unchanged sentences

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

Net loss attributable to common stockholders — — — ( 14,349 ) — — — ( 14,349 )

Net income attributable to non-controlling interest — — — — — — ( 1 ) ( 1 )

Foreign currency translation adjustment — — — — ( 6,214 ) — ( 4 ) ( 6,218 )

Proceeds from private placement, net of costs to issue common stock 20,000 200 4,408 — — — — 4,608

Shares issued in connection with FC Acquisition 4,286 43 21,300 — — — — 21,343

Exercise of stock options 161 — 910 — — — — 910

Stock-based compensation

— — 1,138 — — — — 1,138

Issue of stock appreciation rights 225 — — — — — — —

Balance as of December 31, 2024 134,556 $ 1,339 $ 669,492 $ ( 193,345 ) $ ( 7,578 ) $ ( 11,518 ) $ 151 $ 458,541

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Six Months Ended September 30,

Nine Months Ended December 31,

Cash flows from operating activities

19 unchanged sentences

Accounts payable, accrued expenses and other current liabilities

( 15,655 ) 11,016

Lease liabilities ( 4,098 ) ( 2,924 )

1 unchanged sentence

Net cash (used in) provided by operating activities ( 16,886 ) 20,451

( 10,792 ) 10,243

Cash flows from investing activities

Acquisition, net of cash assumed

( 137,112 ) ( 191 )

Proceeds from sale of fixed assets 256 57

2 unchanged sentences

Repayment of loan advanced to external parties 294 —

Net cash provided by (used in) investing activities

Net cash used in investing activities

( 160,479 ) ( 31,950 )

5 unchanged sentences

Proceeds from private placement, net

Proceeds from long-term debt

Payment of long-term debt costs

Proceeds from exercise of stock options, net 912 39

Cash paid on dividends to affiliates ( 6 ) —

Net cash used in financing activities

( 22,312 ) ( 3,327 )

Net cash provided by (used in) financing activities 107,568 ( 1,995 )

Effect of foreign exchange rate changes on cash and cash equivalents ( 1,222 ) 556

17 unchanged sentences

Shares issued in connection with MiX Combination $ 362,005 $ —

Shares issued in connection with FC Acquisition

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

September 30, 2025

December 31, 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 and six months ended September 30, 2025 include the financial results of MiX Telematics and its subsidiaries.

The consolidated financial statements as of and for the three and nine months ended December 31, 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 and six months ended September 30, 2025 include the financial results of Fleet Complete and its subsidiaries.

See Note 3 for additional information.

The consolidated financial statements as of and for the three and nine months ended December 31, 2025 include the financial results of Fleet Complete and its subsidiaries.

Basis of Preparation

5 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 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.

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 December 31, 2025, the consolidated results of its operations for the three- and nine-month periods ended December 31, 2024 and 2025, the consolidated change in stockholders’ equity for the three- and nine-month periods ended December 31, 2024 and 2025, and the consolidated cash flows for the nine-month period ended December 31, 2024 and 2025.

The results of operations for the three- and nine-month periods ended December 31, 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.

During 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.

9 unchanged sentences

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

NOTE 3 - ACQUISITION

FC Acquisition

On October 1, 2024, the Company consummated the FC Acquisition, pursuant to which Fleet Complete became an indirect, wholly owned subsidiary of the Company in exchange for payment by the Purchasers of an aggregate purchase price of $ 190,000 , subject to certain customary working capital and other adjustments as described in the Purchase Agreement (as adjusted, the “Purchase Price”).

The FC Acquisition met the criteria for a business combination to be accounted for using the acquisition method under ASC 805, Business Combinations, with the Company identified as the legal and the accounting acquirer.

The estimated fair value of the consideration transferred for the FC Acquisition was $ 189,950 as of the FC Closing Date, which consisted of the following:

(in thousands, except for share price)

Shares of Powerfleet common stock issued

Powerfleet stock price* 4.98

Fair value of Powerfleet common stock transferred

Cash consideration to former shareholders

Repayment of Fleet Complete’s existing debt

Total fair value of consideration

* Powerfleet’s closing share price on October 1, 2024.

$ 60,000 of the cash portion of the Purchase Price was funded by the Private Placement, as described below, and $ 125,000 of the cash portion of the Purchase Price was funded with a senior secured term loan facility provided by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”), as described in Note 13 below.

Concurrently with the closing of the FC Acquisition, on October 1, 2024, the Company consummated a private placement contemplated by the Subscription Agreement, dated as of September 18, 2024, by and among the Company and various accredited investors party thereto (the “Investors”), pursuant to which the Investors purchased from the Company, and the Company issued to such Investors, an aggregate of 20,000 shares of the Company’s common stock at a price per share of $ 3.50 for aggregate gross proceeds of $ 70,000 (the “Private Placement”).

$ 60,000 of such gross proceeds funded a portion of the Purchase Price with the remaining $ 10,000 in proceeds expected to be used by the Company for working capital and general corporate purposes.

Timing of the receipt of proceeds, gross of issuance costs, was $ 62,000 , by September 30, 2024, with the remaining $ 8,000 , net of costs, received on October 1, 2024.

Allocation of Purchase Price

The purchase price was allocated to the assets and liabilities assumed based on the estimated fair values at the date of acquisition.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill.

Goodwill is primarily attributed to the assembled workforce, expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency.

Goodwill is not deductible for tax purposes.

The allocation of purchase price was as follows (in thousands):

Assets acquired:

Cash and cash equivalents $ 3,964

Accounts receivable, net 19,990

Inventory, net 6,598

Prepaid expenses and other current assets 9,144

Fixed assets, net 3,693

Intangible assets, net 101,261

Identifiable intangible assets acquired

Computer software

Right-of-use asset 2,823

Deferred tax assets —

Total assets acquired $ 152,028

Liabilities assumed:

Accounts payable and accrued expenses $ 30,857

Deferred revenue - current 3,088

Lease liability - current 2,965

Deferred revenue - less current portion

Lease liability - less current portion 75

Accrued severance payable

Other long-term liabilities 405

Deferred tax liabilities

Total liabilities assumed $ 44,323

Total identifiable net assets acquired $ 107,705

Goodwill 82,245

Purchase price consideration $ 189,950

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.

The fair value of the tradename and developed technology was determined using an income approach based on the relief from royalty method.

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 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 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

Trade name $ 4,000 4.5 years

Developed technology 25,000 5.5 years

Customer relationships 70,000 9.5 years

Acquisition-Related Expenses

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 $ 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 3 - 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 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 .

Restricted cash at December 31, 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 $ 841 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries, cash securing guarantees of $ 57 issued in respect of property lease agreements entered into by MiX Telematics Australasia, cash securing guarantees of $ 77 issued in respect of property lease agreements entered into by Fleet Complete Australia, and security deposits of $ 11 .

NOTE 4 - REVENUE RECOGNITION

10 unchanged sentences

When another party is involved in providing products or services to the end customer, the Company evaluates the nature of its promise to determine whether it is acting as an agent or principal in the sales transaction.

The Company considers itself acting as a principal if it controls the specified products or services before they are transferred to the end customers, otherwise the Company is acting as an agent.

The Company considers itself acting

as a principal if it controls the specified products or services before they are transferred to the end customers, otherwise the Company is acting as an agent.

The Company determines control as the ability to direct the use of, and obtain substantially all of the remaining benefits from, the products or services.

28 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 and six months ended September 30, 2024 and 2025 (in thousands):

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

The following table presents the Company’s revenues disaggregated by revenue source for the three and nine months ended December 31, 2024 and 2025 (in thousands):

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

2 unchanged sentences

$ 106,429 $ 113,487 $ 258,877 $ 329,287

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

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

March 31, 2025 December 31, 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 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.

For the three-month periods ended December 31, 2024 and 2025, the Company recognized revenue of $ 5,605 and $ 5,200 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

For the nine-month periods ended December 31, 2024 and 2025, the Company recognized revenue of $ 9,863 and $ 15,763 , 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.

4 unchanged sentences

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 September 30, 2024 and 2025 is as follows (in thousands):

Six Months Ended September 30,

An analysis of the allowance for credit losses for the periods ended December 31, 2024 and 2025 is as follows (in thousands):

Nine Months Ended December 31,

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

3 unchanged sentences

Foreign currency translation ( 63 ) 1,181

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

Allowance for credit losses, December 31 $ 5,483 $ 9,667

NOTE 6 - PREPAID EXPENSES AND OTHER ASSETS

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

2025 September 30,

2025 December 31,

Sales-type lease receivables, current $ 1,062 $ 900

9 unchanged sentences

Inventories consist of the following (in thousands):

2025 September 30,

2025 December 31,

Components $ 11,859 $ 7,804

Work in process — —

Finished goods, net 6,491 14,260

2 unchanged sentences

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

2025 September 30,

2025 December 31,

Installed and uninstalled products $ 61,564 $ 75,758

9 unchanged sentences

$ 58,011 $ 63,018

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 .

Depreciation expense for the three- and nine-month periods ended December 31, 2024 was $ 4,586 and $ 14,653 , respectively, and for the three- and nine-month periods ended December 31, 2025 was $ 6,133 and $ 18,582 , respectively .

NOTE 9 - 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 September 30, 2025 (in thousands):

September 30, 2025 Useful Lives

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

December 31, 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 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 .

The weighted-average amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased for December 31, 2025 were 11.0 , 10.1 , 6.3 , 3.7 , and 3.6 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 nine-month periods ended December 31, 2024 was $ 8,966 and $ 18,389 , respectively, and for the three- and nine-month periods ended December 31, 2025 was $ 9,735 and $ 29,110 , 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 September 30, 2025 (in thousands):

2025 September 30,

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

2025 December 31,

Opening balance

3 unchanged sentences

FC Acquisition

Powerfleet Africa Sky

Foreign currency translation difference 615 29,646

1 unchanged sentence

$ 383,146 $ 413,344

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

For the nine-month period ended December 31, 2025, the Company did not identify any indicators of impairment.

NOTE 10 - STOCK-BASED COMPENSATION

[A] Stock Options:

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:

During the three- and nine-month periods ended December 31, 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 nine-month period ended December 31, 2025:

(in thousands)

6 unchanged sentences

Forfeited ( 40 ) 3.13 — —

Outstanding as of September 30, 2025

Outstanding as of December 31, 2025

5,160 13.94 6.19 $ 2,279

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:

Vested as of December 31, 2025

During the three- and nine-month periods ended December 31, 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 nine-month period ended December 31, 2025:

(in thousands)

6 unchanged sentences

Forfeited ( 16 ) 5.92 — —

Outstanding as of September 30, 2025

Outstanding as of December 31, 2025

1,861 4.50 6.04 $ 1,811

Vested as of September 30, 2025

Vested as of December 31, 2025

1,711 4.52 5.83 $ 1,660

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 Company recorded stock-based compensation expense of $ 479 and $ 2,884 for the three- and nine-month periods ended December 31, 2024, respectively, and $ 288 and $ 1,142 for the three- and nine-month periods ended December 31, 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 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.

The fair value of options vested during the nine-month periods ended December 31, 2024 and 2025 was $ 1,652 and $ 298 , respectively.

As of December 31, 2025, there was $ 383 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 0.59 years.

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.

As of December 31, 2025, there was $ 1,268 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 1.32 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 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.

During the nine-month period ended December 31, 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.

During the nine-month period ended December 31, 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:

A summary of all unvested restricted stock for the nine-month period ended December 31, 2025 is as follows:

Time-Based Restricted Shares

19 unchanged sentences

Forfeited or expired ( 59 ) 4.75 — — ( 118 ) 4.75

Unvested, September 30, 2025

Unvested, December 31, 2025

677 5.32 938 5.35 1,357 4.75

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.

The Company recorded stock-based compensation expenses of $ 74 and $ 3,240 for the three- and nine-month periods ended December 31, 2024, respectively, and $ 805 and $ 3,394 for the three- and nine-month periods ended December 31, 2025, respectively, in connection with restricted stock grants.

As of December 31, 2025, there was $ 6,540 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 six-month period ended September 30, 2025:

The following table summarizes the activity relating to the Company’s stock appreciation rights (“SARs”) for the nine-month period ended December 31, 2025:

Number of SARs

5 unchanged sentences

Forfeited ( 210 ) 2.25

Outstanding as of September 30, 2025

Outstanding as of December 31, 2025

2,405 2.37 2.53

Vested as of September 30, 2025

Vested as of December 31, 2025

1,098 2.52 1.94 $ 3,074

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.

The total stock-based compensation expense recognized during the three- and nine-month periods ended December 31, 2024 was $ 637 and $ 2,289 , respectively, and during the three- and nine-month periods ended December 31, 2025 was $ 361 and $ 1,083 , respectively.

As of December 31, 2025, there was $ 2,873 of unrecognized compensation cost related to unvested SARs.

This amount is expected to be recognized over a weighted-average period of 2.01 years.

[D] Warrants:

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

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.

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- 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.

The total stock-based compensation expense recognized during the three- and nine-month periods ended December 31, 2025 was $ 37 and $ 320 , respectively.

As of December 31, 2025, there was $ 43 of unrecognized compensation cost related to unvested warrants.

This amount is expected to be recognized over a weighted-average period of 0.75 years.

NOTE 11 - NET LOSS PER SHARE

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,

Net loss per share for the three- and nine-month periods ended December 31, 2024 and 2025 are as follows:

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

11 unchanged sentences

NOTE 12 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT

2025 September 30,

2025 December 31,

Short-term bank debt $ 36,788 $ 40,203

2 unchanged sentences

Short-Term Bank Debt

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”).

As of December 31, 2025, short-term debt comprised $ 40,196 of borrowing facilities and $ 8 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 FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“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 $ 21,040 as of December 31, 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 September 30, 2025, $ 20,246 of the RMB General Facility was utilized.

As of December 31, 2025, $ 21,398 of the RMB General Facility was utilized.

Hapoalim Debt

As of September 30, 2025, Powerfleet Israel Ltd.

As of December 31, 2025, Powerfleet Israel Ltd.

(“Powerfleet Israel”) had utilized approximately $ 18,797 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 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 .

As of December 31, 2025, Pointer had utilized $ 18,797 under the Hapoalim Revolving Facilities.

The available undrawn facility balance at December 31, 2025 was $ 11,203 .

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 September 30, 2025 was 6 % .

Hapoalim’s prime rate at December 31, 2025 was 6 %.

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

15 unchanged sentences

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 ended September 30, 2025.

The financial covenants have been met for the quarter ended December 31, 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-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 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 December 31, 2024, the Company recorded $ 22 of amortization of the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the nine-month period ended December 31, 2024, the Company recorded a cost of $ 7 , net of additional deferred costs, and credits to the original debt issuance costs and amortization of the original debt issuance costs.

For the three- and nine-month periods ended December 31, 2025, the Company recorded $ 21 and $ 53 of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim, respectively.

Company recorded charges of $ 592 and $ 1,838 to interest expense on its Consolidated Statement of Operations for the three- and nine-month periods ended December 31, 2024, respectively, and $ 595 and $ 1,827 for the three- and nine-month periods ended December 31, 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 (the “Obligors”), 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.

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).

On October 31, 2025, the Company, together with 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.

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

10 unchanged sentences

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:

The following key assumptions were used as of December 31, 2025:

Facility A Facility B

2 unchanged sentences

Credit rating B B

Risk free rate US Treasury rate

US Treasury rate

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 % .

Risk-free rate

Treasury rate

As of March 31, 2025, the SOFR spot rate was 4.41 % and, as of December 31, 2025, the U.S.

Treasury rate was 4.84 % .

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 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.

For the Prepayment Derivative asset in RMB Facility A, 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 $ 390 .

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 $ 50 , while a change of +10% in credit spread volatility would also result in a decrease in the derivative asset of $ 170 .

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, $ 1,780 and $ 3,004 for RMB Facility A and RMB Facility B, respectively, as of December 31, 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- 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.

For the three- and nine-month periods ended December 31, 2025, the Company recorded $ 55 and $ 201 of amortization of the original debt issuance costs and the refinancing fee to RMB, respectively.

For the three- and nine-month periods ended December 31, 2025, the Company recorded interest expense of $ 1,899 and $ 5,739 , respectively.

RMB Term Facility

1 unchanged sentence

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.

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 of approximately $ 190,000 in connection with the FC Acquisition.

The Company’s obligations under the New RMB Term Facility are guaranteed, on a joint and several basis, by the Company, I.D.

11 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 September 30, 2025 was 9.20 %.

The stated interest rate at December 31, 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- 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.

For the three- and nine-month periods ended December 31, 2025, the Company recorded $ 61 and $ 179 , respectively, of amortization of these costs.

For the three- and nine-month periods ended December 31, 2025, the Company recorded $ 2,905 and $ 8,748 of interest expense.

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.

4 unchanged sentences

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):

The financial covenants for the RMB Facilities Agreements have been met for the quarter ended December 31, 2025.

Scheduled contractual maturities of the long-term debt as of December 31, 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,

2025 December 31,

Accrued warranty $ 1,479 $ 1,389

3 unchanged sentences

$ 45,327 $ 44,914

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

Six Months Ended September 30,

The following table summarizes warranty activity for the nine months ended December 31, 2024 and 2025 (in thousands):

Nine Months Ended December 31,

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

1 unchanged sentence

Product replacements and other warranty expenditures ( 372 ) ( 765 )

Expiration of warranties (under (over) warranty accrual)

Acquired through MiX Combination

Expiration of warranties

( 127 ) ( 1,055 )

Acquired through MiX Combination and FC Acquisition 845 —

Foreign currency translation difference 108 105

1 unchanged sentence

$ 3,635 $ 2,337

(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.

(1) Includes non-current accrued warranty included in other long-term liabilities at December 31, 2024 and 2025 of $ 2,175 and $ 948 , respectively.

NOTE 14 - RESTRUCTURING EXPENSES

2 unchanged sentences

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.

For the three-month periods ended December 31, 2024 and 2025, the Company recognized restructuring expenses of $ 331 and $ 453 , respectively, primarily consisting of employee termination costs.

For the nine-month periods ended December 31, 2024 and 2025, the Company recognized restructuring expenses of $ 1,566 and $ 3,218 , 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,

2025 December 31,

Opening balance

4 unchanged sentences

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.

$ 1,324 $ 1,406

As of December 31, 2025, the Company incurred expenses of $ 7,891 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.

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.

7 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 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.

During the nine-month period ended December 31, 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 (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):

The accumulated balances for each classification of other comprehensive income for the nine-month period ended December 31, 2025 are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive (loss) income

3 unchanged sentences

50,346 50,346

Balance at September 30, 2025

Balance at December 31, 2025

$ 41,496 $ 41,496

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

The accumulated balances for each classification of other comprehensive loss for the nine-month period ended December 31, 2024 are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive loss

3 unchanged sentences

( 6,593 ) ( 6,593 )

Balance at September 30, 2024

Balance at December 31, 2024

$ ( 7,578 ) $ ( 7,578 )

7 unchanged sentences

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

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

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

8 unchanged sentences

Interest expense, net ( 7,942 ) ( 6,844 ) ( 14,675 ) ( 20,607 )

Other income (expense), net

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

Other (expense) income, net ( 2,011 ) 14 ( 961 ) ( 1,775 )

Income tax expense ( 3,513 ) ( 2,991 ) ( 4,821 ) ( 4,624 )

4 unchanged sentences

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

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

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

7 unchanged sentences

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

2025 September 30,

2025 December 31,

North America $ 13,051 $ 15,933

10 unchanged sentences

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

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

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

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

Foreign pre-tax book (expense) income

Domestic pre-tax book (loss) income

$ ( 6,839 ) $ 150 $ ( 30,451 ) $ ( 18,399 )

Foreign pre-tax book (expense) income ( 3,998 ) ( 523 ) ( 3,260 ) 5,137

Total loss before income taxes ( 10,837 ) ( 373 ) ( 33,710 ) ( 13,262 )

4 unchanged sentences

Effective tax rate ( 32.42 ) % ( 801.88 ) % ( 14.30 ) % ( 34.87 ) %

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.

For the three- and nine-month periods ended December 31, 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 19 - LEASES

12 unchanged sentences

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

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

Three Months Ended December 31, Nine Months Ended December 31,

2024 2025 2024 2025

1 unchanged sentence

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

Six Months Ended September 30,

Nine Months Ended December 31,

Non-cash activity:

4 unchanged sentences

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 September 30, 2025 are as follows (in thousands):

October 2025 - March 2026 $ 3,611

Scheduled maturities of operating lease liabilities outstanding as of December 31, 2025 are as follows (in thousands):

January 2026 - March 2026 $ 2,266

Thereafter 2,106

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.

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 12).

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

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 nine months ended December 31, 2025.

As of December 31, 2025

Carrying Amount Total Fair Value

8 unchanged sentences

NOTE 21 - CONCENTRATION OF CUSTOMERS

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.

For the three- and nine-month periods ended December 31, 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 22 - COMMITMENTS AND CONTINGENCIES

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In July 2015, Pointer do Brasil Comercial Ltda.

(“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 September 30, 2025.

to the state value-added tax.

The aggregate amount claimed to be owed under the notice was approximately $ 5,493 as of December 31, 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.

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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 September 30, 2025 was $ 609 and $ 515 , respectively.

The maximum potential liability under the arrangement as of March 31, 2025 and December 31, 2025 was $ 609 and $ 465 , respectively.

No loss is consider ed probable under this arrangement.

On August 30, 2024, Fleet Connect Solutions LLC (“Fleet Connect”) filed a complaint against the Company in the United States District Court for the Eastern District of Texas alleging infringement of a number of Fleet Connect’s patents.

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, 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 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 23 - RECENT ACCOUNTING PRONOUNCEMENTS

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ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

The Company is evaluating the effect of adopting ASU 2023-09.

In November 2024, the FASB issued Accounting Standards Update No.

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

In December 2025, the FASB issued ASU 2025‑12, Codification Improvements (“ASU 2025-12”), which includes technical corrections and clarifications to various Topics in the FASB Accounting Standards Codification.

The amendments are intended to improve the clarity and consistency of existing guidance and are not expected to significantly change current accounting practice.

The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted.

The Company is evaluating the effect of adopting ASU 2025-12.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270):

Narrow‑Scope Improvements (“ASU 2025-11”), which clarifies the application of interim reporting guidance and improves the organization’s required interim disclosures.

The standard is effective for interim reporting periods beginning after December 15, 2027 for public business entities.

Early adoption is permitted.

The Company is evaluating the effect of adopting ASU 2025-11.

NOTE 24 - 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.

2026 RMB Facilities

On February 5, 2026, the Company, together with MiX Telematics (together with the Company, the “RMB Borrowers”), I.D.

Systems and Canadian SPV (collectively with the Company and I.D.

Systems, the “RMB Guarantors” and, collectively with MiX Telematics, the “RMB Obligors”), each a wholly owned subsidiary of the Company, entered into a Facilities Agreement (the “New Facilities Agreement”) with RMB, pursuant to which RMB has agreed to provide the Company and MiX Telematics with revolving credit facilities in the aggregate principal amounts of $ 10 million (“New RMB Facility A”) and 180,000,000 South African rand (“New RMB Facility B” and, together with New RMB Facility A, the “New RMB Facilities”), respectively.

The proceeds of the New RMB Facilities may be used by the RMB Borrowers for general corporate purposes only.

The Company’s obligations under the New RMB Facilities are guaranteed, on a joint and several basis, by the RMB Guarantors.

The New RMB Facilities are secured by second priority security interests over the entire share capital of I.D.

Systems, Canadian SPV and MS2000.

The Company is required to cause MS2000 to accede as an additional guarantor within 60 days after the closing date, subject to the terms of the New Facilities Agreement.

The New RMB Facilities will mature one year from closing.

Loans made under the New RMB Facilities may be voluntarily prepaid, in whole or in part, without penalty or premium, at any time upon prior written notice.

In addition, the New Facilities Agreement provides for certain customary mandatory prepayment requirements.

The Company is required to pay a non-refundable upfront fee in the amount of $ 0.1 million .

In addition, the Company is required to pay a commitment fee on the undrawn portion of each New RMB Facility during the availability period, calculated at a rate equal to (i) 35 % per annum of the applicable margin if utilization is less than 50% of the relevant New RMB Facility, (ii) 20 % per annum of the applicable margin if utilization is equal to or greater than 50% of New RMB Facility A, and (iii) 26 % per annum of the applicable margin if utilization is equal to or greater than 50% of New RMB Facility B.

Macrocomm Transaction

On February 1, 2026, MiX Telematics Africa Proprietary Limited, a wholly owned subsidiary of the Company (“MiX Africa”), entered into a Sale Agreement and a related Shareholders Agreement with Macrocomm Group Proprietary Limited (“Macrocomm”), pursuant to which MiX Africa has agreed to acquire all of the issued and outstanding share capital of RTS Solutions Africa Proprietary Limited, a wholly owned subsidiary of Macrocomm, in exchange for Macrocomm’s purchase of a number of ordinary shares of MiX Africa representing an 11.27 % equity interest in MiX Africa (the “MiX Africa Sale”).

The MiX Africa Sale is intended to satisfy Broad-Based Black Economic Empowerment requirements imposed by the South African Competition Commission as a condition to the MiX Combination.

The transaction closed on February 4, 2026.

The Company has not yet determined the accounting purchase price allocation of the acquisition described above, which includes evaluating the fair value of the acquired assets and the valuation of consideration to be transferred.

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