Powerfleet, Inc. 10-Q

Item 5. Other Information As disclosed in Note 24 to our consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, on February 5, 2026, we, together with MiX Telematics, I.D. Systems and Canadian SPV, each a wholly owned subsidiary of our company, entered into the New Facilities Agreement with RMB, pursuant to which RMB has agreed to provide us and MiX Telematics with the New RMB Facilities, composed of New RMB Facility A in the aggregate principal amount of $10 million and New RMB Facility B in the aggregate principal amount of 180,000,000. The proceeds of the New RMB Facilities may be used by the RMB Borrowers for general corporate purposes only. Our 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. We are 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. We are required to pay a non-refundable upfront fee in the amount of $0.1 million. In addition, we are 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. New RMB Facility A bears interest at 2.50% per annum (provided no event of default is continuing), plus the three-month SOFR reference rate (or, if unavailable, an interpolated, historic or interpolated historic SOFR rate, or, if none of the foregoing are available, the three-month Treasury bill rate). New RMB Facility B bears interest at 1.95% per annum (provided no event of default is continuing), plus the South African rand overnight index average. Interest is payable quarterly in arrears. The New Facilities Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to (a) the ratio of our consolidated total net borrowings to consolidated EBITDA, which must be less than (i) 3.00 at March 31, 2026, and (ii) 2.75 at each measurement date thereafter from and including June 30, 2026, and (b) the ratio of our consolidated EBITDA to consolidated total finance costs, which must exceed (i) 3.00 from and including March 31, 2026 to, but excluding, September 29, 2026 and (ii) 3.50 thereafter. The New Facilities Agreement also includes an equity cure right, subject to customary timing, frequency and use limitations. 53 Item 6. Exhibits The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibits: Exhibit Number Description 10.1 First Amendment and Restatement Agreement, dated October 31, 2025, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH, Main Street 2000 Proprietary Limited, Powerfleet Canada Holdings Inc. and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on November 6, 2025).† 10.2 Facilities Agreement, dated February 5, 2026, by and among Powerfleet, Inc., MiX Telematics Proprietary Limited, I.D. Systems, Inc., Powerfleet Canada Holdings Inc. and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (filed herewith). † 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2025; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2024 and 2025; (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended December 31, 2024 and 2025; (iv) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the periods April 1, 2024 through December 31, 2024 and April 1, 2025 through December 31, 2025 (v) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2025; and (vi) Notes to Condensed Consolidated Financial Statements. 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101). * Furnished herewith. † Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC. 54 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. POWERFLEET, INC. Date: February 9, 2026 By: /s/ Steve Towe Steve Towe Chief Executive Officer (Principal Executive Officer) Date: February 9, 2026 By: /s/ David Wilson David Wilson Chief Financial Officer (Principal Financial and Accounting Officer) 55