What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-15 compared with 2025-06-26 · 560 added, 462 removed, 1038 unchanged (50% of the section changed)

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Consolidated Balance Sheets as of March 31, 2025 and 2026

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2023, Three Months Ended March 31, 2024, and Year Ended March 31, 2025

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022 and 2023, Three Months Ended March 31, 2024, and Year Ended March 31, 2025

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2023, Three Months Ended March 31, 2024, and Year Ended March 31, 2025

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2023, Three Months Ended March 31, 2024, and Year Ended March 31, 2025

Consolidated Statements of Operations for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026

Consolidated Statements of Comprehensive (Loss) Income for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026

Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026

Consolidated Statements of Cash Flows for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026

Notes to the Consolidated Financial Statements

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Powerfleet, Inc.

and subsidiaries (the “Company”) as of March 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for the year ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its operations and its cash flows for the year ended March 31, 2025, in conformity with the accounting principles generally accepted in the United States of America.

The consolidated balance sheets of the Company as of March 31, 2024, December 31, 2023, and December 31, 2022, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the three-months period ended March 31, 2024 and for the years ended December 31, 2023, and December 31, 2022, (the “comparative financial statements”), before the effects of the retrospective adjustments to the disclosures for a change in the composition of reportable segments and the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), discussed in Notes 2 and 15 to the financial statements, were audited by a predecessor auditor whose report, dated August 22, 2024, expressed an unqualified opinion on those statements.

We also have audited the adjustments to these comparative financial statements to retrospectively adjust the disclosures to apply the change in accounting for the adoption of ASU 2023-07 in 2025, as discussed in Notes 2 and 15 to the financial statements.

Our procedures included 1) comparing the adjustment amounts of segment revenues, cost of revenues, selling and marketing expenses, general and administrative expenses, development costs incurred, development costs capitalized, depreciation and amortization expenses, and assets to the Company’s accounting records, (2) testing the mathematical accuracy of the reconciliations of segment amounts to the comparative financial statements, and (3) comparing the amounts of significant segment expenses to the Company’s accounting records.

In our opinion, such retrospective adjustments are appropriate and have been properly applied.

However, we were not engaged to audit, review, or apply any procedures to the consolidated balance sheets of the Company as of March 31, 2024, December 31, 2023, and December 31, 2022, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the three-months period ended March 31, 2024 and for the years ended December 31, 2023, and December 31, 2022 other than with respect to these retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on those comparative financial statements taken as a whole.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 26, 2025, expressed an adverse opinion on the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of Powerfleet, Inc.

and subsidiaries (the “Company”) as of March 31, 2026 and 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the years in the two-year period ended March 31, 2026, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 15, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and

we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Determination of Accounting Acquirer and Assessment of the Accounting Treatment - Refer to Note 3 to the financial statements

Critical Audit Matter Description

As described in Note 3 to the financial statements, the Company consummated the MiX Combination and acquired MiX Telematics Limited (“MiX”) on April 2, 2024, for $370 million.

We identified the determination of the accounting acquirer and assessment of the accounting treatment in the combination with MiX as a critical audit matter.

Evaluating the Company’s accounting treatment of the combination required significant auditor judgment.

Specifically, a high degree of auditor judgment was required to evaluate the Company’s determination of the accounting acquirer.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the determination of the accounting acquirer and assessment of the accounting treatment included the following, among others:

• We evaluated the design and tested the operating effectiveness over the Company's control to evaluate the determination of the accounting acquirer.

• We evaluated management’s accounting memorandum that documented the factors in ASC 805 that the Company considered in determining the accounting acquirer, including voting interests held by the former shareholder groups and the composition of the board of directors and senior management of the combined Company and corroborated the information in the accounting analysis to third party sources and underlying supporting information.

• We utilised our accounting technical specialists to evaluate the Company’s determination of the accounting acquirer including the assessment of the voting interests of the various shareholder groups held in the Company post transaction and the composition of the board of directors and senior management of the combined entities.

MiX Combination - Refer to Note 2Y and 3 to the financial statements

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Redeemable Non-controlling Interests - Refer to Notes 2[AB] and 3 to the consolidated financial statements

Critical Audit Matter Description

The Company completed the MiX Combination for $370 million on April 2, 2024.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including trade name of $10 million, developed technology of $30 million and customer relationships of $113 million (the “acquired intangible assets”).

Management estimated the fair value of the trade name and developed technology using the relief from royalty method.

Management estimated the fair value of the customer relationships using the multi-period excess earnings method, which is a discounted cash flow method.

The fair value determination of the trade name, developed technology, and customer relationships required management to make significant estimates and assumptions related to future cash flows and the selection of the discount rates.

We identified the fair value of acquired trade name, developed technology and customer relationships from the MiX Combination as a critical audit matter because of the significant assumptions and estimates used in the valuation of the acquired intangible assets that possess higher degrees of complexity and sensitivity to the valuations.

This required a high degree of audit judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.

The significant assumptions and estimates management makes to fair value the acquired intangible assets primarily relate to the future projected revenue and the discount rates applied to the future cash flows.

On February 1, 2026, the Company, through its subsidiary MiX Telematics Africa (Pty) Ltd (“MiX Africa”), entered into a shareholders agreement between MiX Africa, MiX Telematics Ltd and Macrocomm Group (Pty) Ltd (“Macrocomm”) that provides Macrocomm with a put option redemption feature redeemable in future periods.

As potential redemption of the non-controlling interest is not solely within the Company’s control, the non-controlling interest and redemption feature are presented as “temporary equity” within the Company’s consolidated balance sheet.

We identified the accounting for the redeemable non-controlling interest arrangement as a critical audit matter given the complexities involved in auditing management’s accounting conclusions which required a high degree of auditor judgment and an increased extent of audit effort, including the need to involve professionals in our firm with expertise in financial instruments when performing audit procedures to assess the unit of accounting for the redeemable non-controlling interest and put option;

balance sheet classification of the redeemable non-controlling interest, including whether embedded features of the redeemable non-controlling interest meets the definition of a derivative and requires bifurcation;

how the redeemable non-controlling interest should be initially and subsequently measured;

and the impacts of the redeemable non-controlling interest on the determination of earnings per share given the redemption features of the non-controlling interest.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to future projected revenue and the selection of the discount rates applied to the future cash flows for the acquired intangible assets included the following, among others:

• We tested the effectiveness of internal controls over management’s accounting and valuation of intangible assets, including the review of forecasts of future cash flows, revenue growth rates and the selection of the discount rate.

• With the assistance of our fair value specialists, we evaluated the valuation methodologies, and the reasonableness of the customer attrition rates, useful lives, royalty rates and discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the customer attrition rates, useful lives and royalty rates selected by management.

• We assessed the reasonableness of management’s future projected revenue by comparing the projections to historical results, certain peer companies, industry data, and Board of Directors presentations.

• We evaluated whether the future projected revenue was consistent with evidence obtained in other areas of the audit.

Fleet Complete Acquisition - Refer to Note 2Y and 3 to the financial statements

Our audit procedures related to the accounting for the redeemable non-controlling included the following, among others:

• We evaluated the design and tested the operating effectiveness of internal controls over the accounting for the redeemable non-controlling interest, including those over the identification and application of the relevant accounting guidance to account for the redeemable non-controlling interest.

• We evaluated the key terms of the underlying non-controlling interest agreements, including put options features.

• We evaluated, with the assistance of professionals in our firm with expertise in financial instruments, the appropriateness of the Company’s accounting for the redeemable non-controlling interest based on the underlying contractual arrangements and the relevant authoritative accounting guidance, including accounting conclusions regarding the appropriate unit of accounting for the redeemable non-controlling interest and put options;

balance sheet classification of the redeemable non-controlling interest, including whether embedded features of the redeemable non-controlling interest meet the definition of a derivative and require bifurcation;

how the redeemable non-controlling interests should be initially and subsequently measured;

and the impacts of the redeemable non-controlling interest on the determination of earnings per share given the redemption features of the non-controlling interest.

Goodwill impairment assessment – Refer to Notes 2[I] and 8 to the consolidated financial statements

Critical Audit Matter Description

The Company completed the Fleet Complete acquisition for $190 million on October 1, 2024.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including trade name of $4 million, developed technology of $25 million and customer relationships of $70 million (the “acquired intangible assets”).

Management estimated the fair value of the trade name and developed technology using the relief from royalty method.

Management estimated the fair value of the customer relationships using the multi-period excess earnings method, which is a discounted cash flow method.

We identified the fair value of acquired trade name, developed technology and customer relationships from the Fleet Complete acquisition as a critical audit matter because of the significant assumptions and estimates used in the valuation of the acquired intangible assets that possess higher degrees of complexity and sensitivity to the valuations.

As discussed in Note 2[I] to the consolidated financial statements, the Company, which is organized, and operates a single reporting unit, performs goodwill impairment testing on an annual basis as of October 1st of each year.

The Company also performs testing more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred.

The estimated fair value of the reporting unit was derived using a market approach.

The market approach valuation utilizes observable market data from comparable publicly traded companies and incorporates assumptions including the selection of comparable companies and a control premium representative of management’s expectation of a hypothetical acquisition of the reporting unit.

We identified the Company’s goodwill impairment assessment as a critical audit matter.

The evaluation of the methodology and significant assumptions used to estimate the fair value of the reporting unit involved a high degree of auditor judgment and specialized skills and knowledge.

Specifically, the control premium assumption used to determine the average share price of the Company’s stock involved subjective assessments of market and economic conditions.

How the Critical Audit Matter Was Addressed in the Audit

• We evaluated whether the future projected revenue was consistent with evidence obtained in other areas of the audit.

Our audit procedures related to the goodwill impairment assessment included the following, among others:

• We evaluated the design and tested the operating effectiveness of internal controls related to the Company’s estimated fair value of the reporting unit, including controls over the application of valuation approaches and development of the significant assumptions.

• We involved valuation professionals with specialized skills and knowledge to evaluate the reasonableness of the Company's control premium by comparing it to data from publicly available premium studies for public company transactions.

/s/ Deloitte & Touche

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Opinion on the Financial Statements

We have audited the consolidated balance sheet of Powerfleet, Inc.

and subsidiaries (the Company) as of March 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the three-month period ended March 31, 2024 and each of the two years in the period ended December 31, 2023, and the related notes (the 2024 transition period consolidated financial statements).

In our opinion, the 2024 transition period consolidated financial statements, present fairly, in all material respects, the financial position of the Company at March 31, 2024, and the results of its operations and its cash flows for the three-month period ended March 31, 2024 and each of the two years in the period ended December 31, 2023, in conformity with U.S.

We have audited the consolidated statements of operations, comprehensive (Loss) Income, changes in stockholders’ equity and cash flows of Powerfleet, Inc.

and subsidiaries (the “Company”) for the three-month period ended March 31, 2024 and for the year ended December 31, 2023, and the related notes.

In our opinion, the 2024 consolidated financial statements, present fairly, in all material respects, the results of its operations and its cash flows for the three-month period ended March 31, 2024 and the year ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

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(In thousands, except per share data)

March 31, 2024

March 31, 2025

March 31, 2025 March 31, 2026

Current assets:

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Commitments and Contingencies (Note 19)

Convertible redeemable preferred stock:

Series A - 100 shares authorized, $ 0.01 par value;

60 and 0 shares issued and outstanding at March 31, 2024 and 2025, respectively, at redemption value of $ 90,273 at March 31, 2024

REDEEMABLE NON-CONTROLLING INTERESTS

Redeemable non-controlling interests — 6,009

STOCKHOLDERS’ EQUITY

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Accumulated deficit ( 205,783 ) ( 226,335 )

Accumulated other comprehensive loss ( 985 ) ( 8,850 )

Accumulated other comprehensive (loss) income ( 8,850 ) 29,660

Treasury stock;

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Total equity 446,742 475,606

Total liabilities, convertible redeemable preferred stock, and stockholders’ equity $ 308,680 $ 910,071

Total liabilities, redeemable non-controlling interests and stockholders’ equity $ 910,071 $ 955,565

See accompanying notes to consolidated financial statements.

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Total operating expenses 79,633 23,850 220,422 226,846

Loss from operations

( 6,971 ) ( 12,557 ) ( 7,647 ) ( 25,885 )

(Loss) income from operations ( 12,557 ) ( 7,647 ) ( 25,885 ) 19,576

Interest income 103 259 926 780

Interest expense, net 994 ( 1,602 ) ( 709 ) ( 20,330 )

Interest expense ( 1,602 ) ( 709 ) ( 20,330 ) ( 27,526 )

Bargain purchase - Movingdots 9,034 — — —

Other income (expense), net

24 ( 29 ) ( 55 ) ( 1,163 )

Other expense ( 29 ) ( 55 ) ( 1,163 ) ( 4,086 )

Net loss before income taxes ( 5,051 ) ( 8,152 ) ( 46,452 ) ( 11,256 )

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AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive (Loss) Income

(In thousands)

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Foreign currency translation adjustment 594 ( 369 ) ( 7,865 ) 38,510

Total other comprehensive (loss) income

( 1,601 ) 594 ( 369 ) ( 7,865 )

Comprehensive loss $ ( 18,492 ) $ ( 16,713 ) $ ( 20,008 ) $ ( 58,877 )

Total other comprehensive income (loss) 594 ( 369 ) ( 7,865 ) 38,510

Comprehensive (loss) income $ ( 16,713 ) $ ( 20,008 ) $ ( 58,877 ) $ 17,958

See accompanying notes to consolidated financial statements.

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(In thousands)

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

Treasury Stock Non-Controlling Interest Total Stockholder’s Equity

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

Number of Shares Amount

Balance at January 1, 2023 37,605 $ 376 $ 219,055 $ ( 140,806 ) $ ( 1,210 ) $ ( 8,510 ) $ 78 $ 68,983

37,263 $ 373 $ 224,852 $ ( 134,052 ) $ 391 $ ( 8,299 ) $ 86 $ 83,351

Net loss attributable to common stockholders

— — ( 10,137 ) ( 6,754 ) — — — ( 16,891 )

Net income attributable to non-controlling interest — — — — — — 2 2

Foreign currency translation adjustment — — — — ( 1,601 ) — ( 10 ) ( 1,611 )

Issuance of restricted shares 492 5 ( 5 ) — — — — —

Forfeiture of restricted shares ( 186 ) ( 2 ) 2 — — — — —

Vesting of restricted stock units 36 — — — — — — —

Shares withheld pursuant to vesting of restricted stock — — — — — ( 211 ) — ( 211 )

Stock-based compensation

— — 4,343 — — — — 4,343

Balance at December 31, 2022

37,605 $ 376 $ 219,055 $ ( 140,806 ) $ ( 1,210 ) $ ( 8,510 ) $ 78 $ 68,983

Retained earnings adjustment for adoption of ASU 2016-13 — — — 200 — — — 200

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Balance as of March 31, 2025 135,379 $ 1,343 $ 671,400 $ ( 205,783 ) $ ( 8,850 ) $ ( 11,518 ) $ 150 $ 446,742

Net loss attributable to common stockholders — — — ( 20,552 ) — — — ( 20,552 )

Foreign currency translation adjustment — — — — 38,510 — — 38,510

Issue of stock appreciation rights and restricted share awards 832 — — — — — — —

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

Stock-based compensation — — 7,541 — — — — 7,541

Dividends declared — — — — — — ( 38 ) ( 38 )

MiX Africa Equity rebalancing — — 3,364 — — — — 3,364

Balance as of March 31, 2026 136,224 $ 1,343 $ 682,344 $ ( 226,335 ) $ 29,660 $ ( 11,518 ) $ 112 $ 475,606

(*) Excludes redeemable non-controlling interests.

See accompanying notes to consolidated financial statements.

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Gain on bargain purchase ( 9,034 ) — — —

Inventory write-downs

149 1,500 59 4,480

Inventory reserve 1,500 59 4,480 2,339

Stock-based compensation expense

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Lease termination and modification losses

— — 295 ( 233 )

Other non-cash items 103 ( 112 ) 1,061 ( 2,159 )

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( 1,460 ) 746 ( 14,048 ) ( 21,232 )

( 4,473 ) ( 1,743 ) 726 5,729

Inventories ( 1,743 ) 726 5,729 ( 4,464 )

Prepaid expenses and other current assets 791 ( 1,440 ) 5,474 2,201

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Deferred revenue ( 295 ) 112 1,748 1,623

Accounts payable and accrued expenses ( 533 ) 4,440 4,021 ( 12,162 )

Accounts payable, accrued expenses and other current liabilities 4,440 4,021 ( 12,162 ) 5,228

Lease liabilities ( 2,851 ) ( 694 ) ( 4,558 ) ( 3,685 )

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Repayment of loan advanced to external parties — — 294 207

Net cash (used in) provided by investing activities

( 6,330 ) 1,529 ( 1,900 ) ( 170,596 )

Net cash provided by (used in) investing activities 1,529 ( 1,900 ) ( 170,596 ) ( 39,748 )

Cash flows from financing activities

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Effect of foreign exchange rate changes on cash and cash equivalents ( 877 ) ( 381 ) ( 2,657 ) 1,166

Net (decrease) increase in cash and cash equivalents, and restricted cash

( 8,771 ) 1,343 90,332 ( 60,876 )

Net increase (decrease) in cash and cash equivalents, and restricted cash 1,343 90,332 ( 60,876 ) ( 7,970 )

Cash and cash equivalents, and restricted cash at beginning of the period 17,989 19,332 109,664 48,788

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Cash paid for:

Taxes $ 63 $ 175 $ 262 $ 4,283

$ 175 $ 262 $ 4,283 $ 7,250

Interest $ 1,656 $ 447 $ 15,335 $ 24,490

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$ 1,108 $ — $ — $ —

Issuance of redeemable non-controlling interest $ — $ — $ — $ 8,765

Rebalancing of ownership percentage between parent and subsidiaries $ — $ — $ — $ ( 3,364 )

(1) Following the adoption of ASU 2023-09, for the year ended March 31, 2026, income taxes paid amounted to $ 4.0 million for South Africa, $ 1.1 million for Israel, $ 1.0 million for Australia, $ 0.5 million for Mexico and $ 0.7 million to other jurisdictions.

See accompanying notes to consolidated financial statements.

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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 year ended March 31, 2025 include the financial results of MiX Telematics and its subsidiaries from the Implementation Date.

See Note 3 for additional information.

The consolidated financial statements as of and for the year ended March 31, 2026 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.

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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 year ended March 31, 2025 include the financial results of Fleet Complete and its subsidiaries from the FC Closing Date.

See Note 3 for additional information.

The consolidated financial statements as of and for the year ended March 31, 2026 include the financial results of Fleet Complete and its subsidiaries.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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 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.

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The Company considers all highly liquid debt instruments with an original maturity of three months or less when purchased to be cash equivalents unless they are legally or contractually restricted.

The Company’s cash and cash equivalent balances exceed Federal Deposit Insurance Corporation (“FDIC”) and other local jurisdictional limits.

Restricted cash at March 31, 2024 consisted of escrow amounts of $ 85,000 for a facilities agreement (the “Facilities Agreement”) with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”) deposited in escrow for the MiX Combination and cash of $ 310 held in escrow for purchases from a vendor.

Restricted cash at March 31, 2025 consisted of cash 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 c ash securing guarantees of $ 51 issued in respect of property lease agreements entered into by MiX Telematics Australasia.

The Company’s cash and cash equivalent balances exceed Federal Deposit Insurance Corporation and other local jurisdictional limits.

Restricted cash at March 31, 2025 totaled $ 4,396 and consisted primarily of cash 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 c ash securing guarantees of $ 51 issued in respect of property lease agreements entered into by MiX Telematics Australasia.

Restricted cash at March 31, 2026 totaled $ 4,322 and consisted primarily of cash of $ 3,156 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 $ 720 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries, cash securing guarantees of $ 58 issued in respect of property lease agreements entered into by MiX Telematics Australasia, c ash securing guarantees of $ 76 issued in respect of property lease agreements entered into by Fleet Complete Australia.

[D] Accounts receivable and allowance for credit losses:

Accounts receivable are recorded at the invoiced amount and do not bear interest.

Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the Consolidated Statement of Cash Flows.

Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows.

The Company maintains an allowance for credit losses against its accounts receivable for potential losses.

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An analysis of the allowance for credit losses for the periods ended March 31, 2025 and 2026 is as follows (in thousands):

Allowance for credit losses, December 31, 2023 $ 2,797

Allowance for credit losses, March 31, 2024 $ 3,197

Current period provision for expected credit losses 9,418

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[E] Revenue recognition:

The Company and its subsidiaries generate revenue from sales of systems and products and from customer SaaS and hosting infrastructure fees.

The Company generates revenue from sales of products and from customer SaaS, data integration and hosting infrastructure fees.

The revenue streams are categorized as product revenue and services revenue, based on the nature of the underlying goods and services provided.

Product revenues consists primarily of revenue derived from the sale of hardware devices.

Service revenue consists primarily of revenue derived from the provision of recurring subscription services, as well as professional implementation and other non-recurring services.

The Company also generates revenue through distributor and channel partner arrangements and, to a lesser extent, leasing arrangements.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.

Sales, value add, and other taxes the Company collects concurrently with revenue-producing activities are excluded from revenue.

Incidental items that are immaterial in the context of the contract are recognized as expense.

The expected costs associated with the Company’s base warranties continue to be recognized as an expense when the products are sold (see Note 12).

Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied.

Product sales are recognized at a point in time when title transfers, when the products are shipped, or when control of the system is transferred to the customer, which usually is upon delivery of the system and when contractual performance obligations have been satisfied.

Sales, value add, and other taxes collected concurrently with revenue-producing activities are excluded from revenue.

The Company applies the following five‑step model under ASC 606 to determine revenue recognition:

(i) identification of the contract with a customer;

(ii) identification of the performance obligations in the contract;

(iii) determination of the transaction price;

(iv) allocation of the transaction price to the performance obligations;

and (v) recognition of revenue when, or as, the performance obligations are satisfied.

The Company utilizes significant judgment to determine whether control of the hardware has transferred to the customer (i.e.

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For products which are not distinct to the customer separate from the SaaS services provided, the Company considers both hardware and SaaS services a bundled performance obligation.

Product Revenue

Product revenue consists primarily of hardware, parts and accessories relating to AI-enabled cameras, in-vehicle telematics devices and in-warehouse devices and sensors.

Product revenue is recognized at a point in time when control transfers to the customer, typically upon shipment or delivery in accordance with contractual terms.

Recurring Subscription Services

Recurring subscription revenue consists primarily of access to the Company’s cloud‑based software platforms, data analytics, hosted applications, and connectivity services that enable data transmission between devices and the Company’s systems.

Subscription arrangements are generally non‑cancellable and range from one to five years .

Recurring subscription services represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer.

Accordingly, these services are accounted for as a single performance obligation satisfied over time, as customers simultaneously receive and consume the benefits of the services.

Revenue is recognized ratably over the contractual service period beginning when the services are made available to the customer.

Professional Implementation and Other Non-Recurring Services

Professional and other non-recurring services consist primarily of implementation, installation, configuration, training, and technical support services.

Revenue from professional services is recognized at a point in time when the services are performed, as these services are typically short-term in nature and customers receive the benefit upon completion of the services provided.

Distributor and Partner Arrangements

The Company sells its products and services both directly to customers and indirectly through distributors and channel partners.

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.

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Revenue is recognized based on the gross amount of consideration to which the Company expects to be entitled to in exchange for the specified products or services when acting as a principal and is recognized based on any fee or commission to which it expects to be entitled to in exchange for arranging for the specified products or services to be provided by the other party.

Under the applicable accounting guidance, all of the Company’s billings for future services are deferred and classified as a current and long-term liability.

The deferred revenue is recognized over the service contract life, ranging from one to five years , beginning at the time that a customer acknowledges acceptance of the equipment and service.

Payment terms are generally 30 days after invoice date.

The Company recognizes revenue for remotely hosted SaaS agreements and post-contract maintenance and support agreements beyond our standard warranties over the life of the contract.

Revenue is recognized ratably over the service periods and the cost of providing these services is expensed as incurred.

Amounts invoiced to customers which are not recognized as revenue are classified as deferred revenue and classified as current or long-term based upon the terms of future services to be delivered.

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 also derives revenue from leasing arrangements.

Such arrangements provide for monthly payments covering product or system sale, maintenance, support and interest.

These arrangements meet the criteria to be accounted for as operating or sales-type leases.

Accordingly, for sales-type leases an asset is established for the “sales-type lease receivable” at the present value of the expected lease payments and revenue is deferred and recognized over the service contract, as described above.

Maintenance revenues and interest income are recognized monthly over the lease term.

Transaction Price and Allocation - Standalone Selling Price (SSP)

For contracts containing multiple performance obligations, the Company applies judgment in identifying performance obligations and determining whether promised goods or services are distinct or should be combined as a single performance obligation.

The Company’s contracts with customers may include multiple performance obligations.

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The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customer size.

The Company recognizes an asset for the incremental costs of obtaining the contract arising from the sales commissions to distributors and employees because the Company expects to recover those costs through future fees from the customers.

The Company amortizes the asset over one to five years because the asset relates to the services transferred to the customer during the contract term of one to five years .

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.

Contract Balances

Contract liabilities (deferred revenue) consist of amounts invoiced or received in advance of satisfying performance obligations, primarily related to subscription, connectivity, maintenance, and support services.

Deferred revenue is recognized over the applicable service period and classified as current or long‑term based on the timing of expected satisfaction of performance obligations.

Costs to Obtain Contracts

Incremental costs of obtaining contracts, primarily sales commissions paid to employees and distributors, are capitalized when the Company expects to recover those costs.

These costs are amortized on a systematic basis over the estimated period of benefit, generally one to five years .

The Company’s standard hardware warranties represent assurance-type warranties and are not separate performance obligations under ASC 606.

Expected costs associated with these warranties are recognized as an expense when the related products are sold and are accounted for in accordance with ASC 460.

Remaining Performance Obligations

The Company has elected the practical expedients permitted under ASC 606 and therefore does not disclose the value of remaining performance obligations for:

(i) contracts with original expected durations of one year or less;

(ii) contracts for which revenue is recognized in an amount corresponding directly with the value transferred to the customer.

[F] Inventory:

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Cost is determined using the “moving average” cost method or the first-in first-out (“FIFO”) method.

Inventory consists of components, work in process and finished products.

Inventory write-downs are established in order to report inventories at the lower of cost or net realizable value in the Consolidated Balance Sheet.

Inventory consists of components and finished products.

Inventory write-downs are established in order to report inventories at the lower of cost or net realizable value in the consolidated balance sheets.

The determination of inventory valuation reserves requires management to make estimates and judgments on the future salability of inventories.

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The Company operates with one operating segment, which is its only reporting unit and aligns with its only reportable segment.

The Company tests for goodwill impa irment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility of an impairment.

The Company tests for goodwill impairment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility of an impairment.

As of October 1, 2025, the Company performed a quantitative assessment whereby the fair value of the reporting unit is calculated using a market approach.

The fair value of the reporting unit was substantially more than its carrying value.

For the year ended March 31, 2025, the Company performed a qualitative assessment of goodwill.

The Company considered such factors as the Company’s market capitalization as of March 31, 2025 and over a period of time, macroeconomic conditions, industry and market considerations, and overall financial performance.

The fair value of the reporting unit was substantially more than its carrying value.

For the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, the Company did not incur an impairment charge.

During the quarter March 31, 2026, the Company experienced a decline in its market capitalization as a result of a decrease in its stock price, which represented a triggering event requiring the Company’s management to perform quantitative goodwill impairment tests.

The Company performed a quantitative assessment whereby the fair value of its single reporting unit, including the implied control premium, was estimated and compared to its market capitalization as of March 31, 2026 to determine if the fair value is reasonable compared to external market indicators.

Market capitalization is determined by multiplying the number of shares of common stock outstanding by the market price of its common stock as of the assessment date.

The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions.

As a result of this quantitative assessment, the Company determined that the fair value of the reporting unit was not less than its carrying amount and thus goodwill was not impaired as of March 31, 2026.

Changes in judgments, assumptions, and estimates could result in significantly different fair value estimates.

For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, the Company did not incur an impairment charge .

[J] Product warranties:

The Company typically provides a 1 to 8-year warranty on its products.

Estimated future warranty costs are accrued in the period that the related revenue is recognized and are included in accounts payable and accrued expenses in the Consolidated Balance Sheet.

Estimated future warranty costs are accrued in the period that the related revenue is recognized and are included in accrued expenses and other current liabilities in the consolidated balance sheets.

These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products.

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Research and development costs are charged to expense as incurred and consist primarily of salaries and related expenses, supplies and contractor costs.

Research and development costs were $ 8,472 , $ 8,380 , $ 2,018 and $ 16,061 for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, respectively.

Research and development costs were $ 8,380 , $ 2,018 , $ 16,061 and $ 18,359 for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, respectively.

The Company capitalizes the portion of its internal-use software development costs that meets the criteria for capitalization.

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Management believes that the financial institutions that hold the Company’s investments have a high credit rating.

For the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, there were no customers who 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 year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, there were no customers who generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable.

[O] Benefit plan:

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source income are eligible to participate in the plan immediately upon employment.

For the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, the Company contributed $ 285 , $ 379 , $ 88 , and $ 456 , respectively, to the plan.

For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, the Company contributed $ 379 , $ 88 , $ 456 , and $ 567 , respectively, to the plan.

[P] Severance pay:

The liability of the Company’s subsidiaries in Israel for severance pay is calculated pursuant to Israel’s Severance Pay Law 5273-1963 (the “Severance Law”) based on the most recent salary of the employees multiplied by the number of years of

employment as of balance sheet date and are presented on an undiscounted basis.

Employees are entitled to one month’s salary for each year of employment, or a portion thereof.

The liability for the Company and its subsidiaries in Israel is fully provided by monthly deposits with insurance policies and by accrual.

The value of these policies is recorded as an asset and classified as severance payable fund in the Company’s Consolidated Balance Sheet.

The value of these policies is recorded as an asset and classified as severance payable fund in the Company’s consolidated balance sheets.

The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Law or labor agreements.

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Some of the Company’s employees are subject to Section 14 of the Severance Law and the General Approval of the Labor Minister dated June 30, 1998, issued in accordance to the said Section 14, mandating that upon termination of such employees’ employment, all the amounts accrued in their insurance policies shall be released to them.

The severance pay liabilities and deposits covered by these plans are not reflected in the Consolidated Balance Sheet as the severance pay risks have been irrevocably transferred to the severance funds.

The severance pay liabilities and deposits covered by these plans are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds.

[Q] Stock-based compensation:

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The Company accounts for stock-based employee compensation for all share-based payments, including grants of stock options, restricted stock and stock appreciation rights, as an operating expense based on their fair values on the grant date.

The Company recorded stock-based compensation expense of $ 4,343 , $ 3,908 , $ 1,028 , and $ 9,362 , for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, respectively.

The Company recorded stock-based compensation expense of $ 3,908 , $ 1,028 , $ 9,362 , and $ 7,541 , for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, respectively.

The Company estimates the fair value of share-based option awards on the grant date using an option pricing model.

The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s Consolidated Statement of Operations.

The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s consolidated statements of operations.

The Company estimates forfeitures at the time of grant in order to estimate the amount of share-based awards that will ultimately vest.

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Estimated forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company grants restricted stock units (“RSUs”) and performance stock units (“PSUs”) to employees and directors under its equity incentive plans.

Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting.

RSUs are generally subject to service-based vesting conditions and vest in equal installments over a three-year period, provided the recipient remains employed by, or continues to provide service to, the Company through each applicable vesting date.

PSUs represent the right to receive a variable number of shares of the Company’s common stock upon vesting, subject to the achievement of specified performance criteria and continued service requirements.

The grant-date fair value of RSUs is based on the closing market price of the Company’s common stock on the grant date and is recognized as stock-based compensation expense on a straight-line basis over the requisite service period.

Compensation expense for RSUs with performance conditions is recognized over the requisite service period when achievement of the performance conditions becomes probable.

The PSU’s vest upon the achievement of specified performance targets established for the Company’s executive officers and senior management team, subject to the continued employment of the participant through the applicable vesting date.

Compensation expense related to these awards is recognized over the requisite service period based on the grant-date fair value of the awards and the probability of achieving the applicable performance conditions.

[R] Income taxes:

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Additionally, there have been no unrecognized tax benefits subsequent to adoption.

The Company has opted to classify interest and penalties that would accrue according to the provisions of relevant tax law as selling, general, and administrative expenses and incomes taxes, respectively, in the Consolidated Statement of Operations.

For the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, interest and penalties were immaterial.

For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, interest and penalties were immaterial.

The Company elected to account for the U.S.

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Total Fair Value

Loans to external parties $ 194 $ 194 $ — $ — $ 194

Debt $ 280,024 $ 281,081 $ — $ 281,081 $ —

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Total Fair Value

Loans to external parties $ 194 $ 194 $ — $ — $ 194

Debt $ 273,792 $ 275,179 $ — $ 275,179 $ —

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Prepayment derivative

Balance at December 31, 2023

Balance at March 31, 2024

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Balance at March 31, 2025

$ 194 $ 2,730

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 three months ended March 31, 2024 and the year ended March 31, 2025.

Foreign currency translation difference

Net change in fair value

Balance at March 31, 2026 $ — $ 3,505

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 years ended March 31, 2025 and 2026.

[T] Advertising and marketing expense:

Advertising and marketing costs are expensed as incurred and are classified a s s elling, general and administrative expenses on the Consolidated Statement of Operations .

Advertising and marketing expense for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 amounted to $ 1,130 , $ 2,300 $ 1,698 and $ 5,000 , respectively.

Advertising and marketing costs are expensed as incurred and are classified a s s elling, general and administrative expenses on the consolidated statements of operations .

Advertising and marketing expense for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 amounted to $ 2,300 , $ 1,698 $ 5,000 and $ 7,551 , respectively.

[U] Foreign currency:

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For businesses where the majority of the revenues are generated in USD and a substantial portion of the costs are incurred in USD, the Company’s management believes that the USD is the primary currency of the economic environment and thus their functional currency.

Due to the fact that Argentina has been determined to be highly inflationary, the financial statements of our subsidiary in Argentina have been remeasured as if its functional currency was the USD.

The Company also has foreign operations where the functional currency is the local currency.

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Translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss).

Foreign currency transaction gains and losses related to operational expenses denominated in a currency other than the functional currency are included in determining net income or loss.

Foreign currency transaction (losses) gains for the years ended December 31, 2022 and 2023, and the three months ended March 31, 2024 of $( 847 ), $ 277 , and $( 193 ), respectively, are included in selling, general and administrative expenses in the Consolidated Statement of Operations.

Foreign currency transaction gains related to long-term debt of $ 2,689 , $ 591 , and $ 151 , for the years ended December 31, 2022 and 2023, and the three months ended March 31, 2024, respectively, are included in interest expense in the Consolidated Statement of Operations.

Foreign currency transaction gains and losses related to operational expenses denominated in a currency other than the functional currency are included in the determination of net income (loss).

Foreign currency transaction gains (losses) primarily related to long-term debt of $ 839 , $( 43 ), $( 1,790 ) and $( 3,862 ) for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and March 31, 2026, respectively, are included in interest expense in the consolidated statements of operations.

[V] Commitments and contingencies:

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[W] Recently adopted accounting pronouncements:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires additional operating segment disclosures in annual and interim consolidated financial statements.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and for interim periods beginning after December 15, 2024 on a retrospective basis, with early adoption permitted.

The Company adopted ASU 2023-07 on April 1, 2024, using a retrospective method (see Note 15 – Segment Information).

[X] Recently issued accounting pronouncements:

In December 2023, the FASB issued Accounting Standards Update No.

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Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures.

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

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

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and was adopted prospectively by the Company during the year ended March 31, 2026.

See Note 17 and consolidated statements of cash flow for details.

[X] Recently issued accounting pronouncements:

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

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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.

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.

[Y] Business combinations:

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During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill or bargain purchase to the extent that it identifies adjustments to the preliminary fair values.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the Consolidated Statement of Operations.

[Z] Reclassification

During fiscal year 2025, amounts previously presented on the consolidated balance sheets as “accounts payable and accrued expenses” are now presented as “accounts payable” and “accrued expenses and other current liabilities”.

Prior period amounts previously presented as such have been reclassified to conform to the current period’s presentation.

Certain other reclassifications have been made to the prior year’s financial statements to conform to the current year presentation.

These reclassifications had no effect on the previously reported consolidated financial position, results of operations, cash flows, or accumulated deficit.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations.

[Z] 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.

[AA] Non-controlling interests

The Company presents non-controlling interests in consolidated entities within equity, separate from the equity attributable to Powerfleet stockholders, to the extent that such non-controlling interests do not have redemption features that are not solely within the control of the Company, as discussed below.

Net income (loss) attributable to non-controlling interests is presented below net income (loss) before non-controlling interest.

Earnings per share is determined after the impact of the non-controlling interests’ share in net income of the Company.

[AB] Redeemable non-controlling interests

The Company presents non-controlling interests in the mezzanine (“temporary equity”) section of the consolidated balance sheets, between liabilities and equity, to the extent that such non-controlling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company.

Due to its redeemable features that are outside the control of the Company, the redeemable non-controlling interest is and will continue to be reported in the mezzanine section in the consolidated balance sheets for as long as the put option is exercisable by the option holder.

The carrying amount of the redeemable non-controlling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the non-controlling interest, adjusted each reporting period through income or loss attributable to the non-controlling interest and adjusted for any distributions made to date.

Any measurement adjustments, if applicable, to the redeemable non-controlling interest are recognized in additional paid-in capital in the consolidated balance sheets.

Refer to Note 3 herein for further details related to the redeemable non-controlling interests.

NOTE 3 - ACQUISITION

Acquisition During Fiscal Year 2026

RTS Acquisition

On February 1, 2026 (the “RTS Closing Date”), MiX Telematics Africa (Pty) Ltd.

(“MiX Africa”), a wholly owned subsidiary of the Company, entered into an agreement for the acquisition of RTS Solutions Africa (Pty) Ltd.

(“RTS”) from Macrocomm Group (Pty) Ltd (“Macrocomm”).

Mix Africa acquired 100 % of the issued and outstanding equity shares of RTS in exchange for the issuance of 127 shares of MiX Africa to Macrocomm, representing 11.27 % of MiX Africa’s outstanding equity shares with an issuance date fair value of $ 8,765 , which constituted the total consideration transferred to Macrocomm.

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

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 $ 247

Accounts receivable, net 909

Inventory, net 1,320

Prepaid expenses and other current assets 17

Fixed assets, net 75

Intangible assets, net

Trade name 586

Developed technology 558

Total assets acquired $ 3,712

Liabilities assumed:

Accounts payable and accrued expenses $ 213

Lease liability - current 62

Deferred tax liability 309

Total liabilities assumed $ 584

Total identifiable net assets acquired $ 3,128

Goodwill 5,637

Purchase price consideration $ 8,765

Total revenue and net income of RTS included in the consolidated statement of operations for the year ended March 31, 2026 was $ 708 and $ 1 , respectively.

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 February 1, 2026 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 discounted cash flow analyses to assess certain components of its purchase price allocation as a result of the acquisition.

The fair value of the market related intangible asset was determine using an income approach based on the relief from royalty method.

The fair value of the developed technology was determined using the multi-period excess earnings method.

For the fair value estimates, the Company used (i) forecasted future cash flows, (ii) historical and projected financial information, (iii) revenue growth rates, (iv) customer attrition rates, (v) royalty rates, and (vi) 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 the preliminary fair value of the assets acquired and assumed liabilities during the measurement period, which extends through January 31, 2027, 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;

• Fixed assets, for which the preliminary estimates are subject to revision for finalization of preliminary appraisals;

• 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;

• 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, and the impact of the revisions of estimates for the items;

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

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

Acquired Identifiable Intangible Assets

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

Fair value Weighted-average useful lives

Trade name $ 586 14 years

Developed technology 558 5 years

Acquisition - Related Expenses

The Company expensed a total of $ 225 of acquisition-related costs in the consolidated statements of operations related to the RTS Acquisition in the year ended March 31, 2026.

Acquisition-related costs are classified as selling, general and administrative expenses in the consolidated statements of operations.

Financial Information

If the business acquired in the RTS Acquisition was acquired on April 1, 2025, it would have contributed revenue of $ 4.1 million and a net loss of $ 356 for the year ended March 31, 2026, of which $ 153 related to the amortization of acquired identifiable intangible assets.

Redeemable Non-Controlling Interests

In connection with the RTS Acquisition, MiX Africa and MiX Telematics Ltd entered into a shareholders agreement with Macrocomm, which provides, among other things, Macrocomm with an option, exercisable within six months following the fifth year anniversary of consummation of the RTS Acquisition, to require MiX Africa or its nominee to purchase all equity interests in MiX Africa held by Macrocomm for either (i) the greater of (x) an amount based on a predetermined formula applied to MiX Africa’s revenue for the immediately preceding financial year and (y) R 90,000 , with settlement in cash, and (ii) a fixed number of shares of the Company’s common stock (provided that the Company’s common stock is then-listed on the Johannesburg Stock Exchange) (the “Put Option”).

As a result of the put option redemption feature, and because the redemption is not solely within the control of the Company, the non-controlling interest is considered redeemable and is classified in temporary equity within the Company’s consolidated balance sheets, initially at its acquisition date fair value.

The non-controlling interest is adjusted each reporting period for income (or loss) attributable to the non-controlling interest and any applicable distributions made.

Although the non-controlling interest is not currently redeemable, the Company has concluded that it is probable that it will become redeemable in the future.

Accordingly, because the Company has elected the immediate method to recognize changes in the redemption value as they occur, each reporting period a measurement period adjustment, if any, is recorded to adjust the non-controlling interest to the greater of (x) the redemption value, assuming it was redeemable at the reporting date, or (y) its carrying value.

The fair value of the redeemable non-controlling interest, including the Put Option, recognized on the acquisition date was $ 8,765 .

The fair value was estimated by applying the Monte Carlo simulation method.

Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in revenue of MiX Africa, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at an appropriate discounting rate.

The table below presents the reconciliation of changes in redeemable non-controlling interests (in thousands):

Year ended March 31, 2026

Beginning balance $ —

Issuance of redeemable non-controlling interest 8,765

Rebalancing of ownership percentage between parent and subsidiaries ( 3,364 )

Net income (loss) attributable to redeemable non-controlling interest 608

Ending balance $ 6,009

Pursuant to ASC 810, Consolidation, on the accounting and reporting for non-controlling interests and changes in ownership interests of a subsidiary, changes in a parent’s ownership interest (and transactions with non-controlling interests unit holders in the subsidiary) while the parent retains its controlling interest in its subsidiary should be accounted for as equity transactions.

The carrying value of the non-controlling interests shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent.

Accordingly, as a result of the issuance of 127 shares of common stock of Mix Africa to Macrocomm on February 4, 2026 (pursuant to the RTS acquisition), which resulted in a change to the ownership percentages between Powerfleet stockholders’ equity and non-controlling interests in Mix Africa, the Company has decreased the above redeemable non-controlling interests in MiX Africa and increased additional paid-in capital in the Company’s stockholders’ equity by $ 3,364 as of March 31, 2026.

Reconciliation of Acquisition, Net of Cash Assumed

The following table is a reconciliation of acquisition, net of cash assumed in the consolidated statements of cash flows for the period ended March 31, 2026 (in thousands):

RTS Acquisition $ 247

Powerfleet Africa Sky ( 192 )

Acquisition, net of cash assumed $ 55

Acquisitions During Fiscal Year 2025

MiX Combination

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The Company expensed a total of $ 21,177 of acquisition-related costs related to the MiX Combination, $ 15,377 of which was expensed in the year ended March 31, 2025.

Acquisition-related costs are classified as selling, general and administrative expenses in the Consolidated Statement of Operations.

Acquisition-related costs are classified as selling, general and administrative expenses in the consolidated statements of operations.

Financial Information

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On the FC Closing Date (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, with the Company identified as the legal and the accounting acquirer.

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:

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$ 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 RMB, as described in Note 11 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 f

or 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 on October 1, 2024.

Preliminary Allocation of Purchase Price

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.

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Goodwill is not deductible for tax purposes.

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

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

Assets acquired:

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Purchase price consideration $ 189,950

The above fair values of assets acquired and liabilities assumed are preliminary and 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.

During the three-month period ended March 31, 2025, the Company recognized an adjustment of $ 7,496 against goodwill due to the

finalization of deferred income taxes.

In addition, the Company is still in the process of determining the fair value of acquired assets and assumed liabilities, which may also result in adjustments of the provisional amounts recorded.

The Company used DCF analyses to assess certain components of its purchase price allocation.

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.

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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.

These estimates require judgment and are subject to change.

Differences between the preliminary estimates and final accounting may occur, and those could be material.

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;

• 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 of September 30, 2025.

The fair values of the identifiable assets acquired and liabilities assumed are final and will not be subsequently adjusted.

Accordingly, no future adjustments to these amounts or to the resulting goodwill will be recorded.

Acquired Identifiable Intangible Assets

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Acquisition-Related Expenses

The Company expensed a total of $ 6,443 of acquisition-related costs related to the FC Acquisition in the year ended March 31, 2025.

Acquisition-related costs are classified as selling, general and administrative expenses in the Consolidated Statement of Operations.

The Company expensed a total of $ 6,443 and $ 1,160 of ac quisition-related costs in the consolidated statements of operations related to the FC Acquisition in the years ended March 31, 2025 and March 31, 2026, respectively.

Acquisition-related costs are classified as selling, general and administrative expenses in the consolidated statements of operations.

Financial Information

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Reconciliation of Acquisition, Net of Cash Assumed

The following table is a reconciliation of acquisition, net of cash assumed in the Consolidated Statement of Cash Flows (in thousands):

The following table is a reconciliation of acquisition, net of cash assumed in the consolidated statements of cash flows for the period ended March 31, 2025 (in thousands):

MiX Combination:

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NOTE 4 - REVENUE RECOGNITION

The following table presents the Company’s revenues disaggregated by revenue source for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 (in thousands):

The following table presents the Company’s revenues disaggregated by revenue source for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 (in thousands):

December 31, Three Months Ended

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

For the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, the Company recognized revenue of $ 5,929 , $ 6,046 , $ 1,975 an d $ 4,666 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, the Company recognized revenue of $ 6,046 , $ 1,975 , $ 4,666 and $ 22,203 , 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 2030, when it transfers those goods and services and, therefore, satisfies its performance obligation to the customers.

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$ 23,319 $ 22,094

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

NOTE 6 - INVENTORY

Inventory, which primarily consists of finished goods and components used in the Company’s products, is stated at the lower of cost or net realizable value using the “moving average” cost method or the first-in first-out (FIFO) method.

Inventory, which primarily consists of finished goods and components used in the Company’s products, is stated at the lower of cost or net realizable value using the weighted-average cost method or the first-in first-out (FIFO) method.

Inventories consist of the following (in thousands):

Components $ 11,859 $ 8,495

Work in process 49 —

Finished goods, net 6,491 13,953

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$ 58,011 $ 62,398

Depreciation and amortization expense for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 was $ 3,183 , $ 3,876 , $ 955 and $ 19,876 , respectively.

This includes amortization of costs associated with computer software for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 of $ 179 , $ 605 , $ 339 an d $ 5,734 , respectively.

Depreciation and amortization expense for the year ended December 31 , 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 was $ 3,876 , $ 955 , $ 19,876 and $ 23,279 , resp ectively.

This includes amortization of costs associated with computer software for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 of $ 605 , $ 339 , $ 5,734 and $ 4,589 , respectively.

NOTE 8 - INTANGIBLE ASSETS AND GOODWILL

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628 ( 553 ) 75

Technology 5 - 7

74,050 ( 21,705 ) 52,345

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

At March 31, 2025 , the weighted-average amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased were 11.7 , 10.8 , 7.0 , 4.4 , and 4.3 years, res pectively.

Amortization expense for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 was $ 5,079 , $ 5,569 , $ 988 and $ 27,619 , respectively.

At March 31, 2026, the weighted-average remaining amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased were 10.2 , 9.8 , 3.0 , 2.8 , and 2.8 years, respectively.

Amortization expense for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 was $ 5,569 , $ 988 , $ 27,619 an d $ 37,001 , respectively.

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

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Balance at March 31, 2025

A reconciliation for the comparative period has not been presented, as there were no movements in the carrying amount of goodwill during that period.

Refer to Note 3 for additional information regarding the change in the carrying amount of goodwill from April 1, 2024 to March 31, 2025 as a result of the MiX Combination and FC Acquisition.

Businesses acquired

Powerfleet Africa Sky 552

RTS Acquisition 5,637

Foreign currency translation difference 22,660

Balance at March 31, 2026 $ 411,995

Refer to Note 3 for additional information regarding the change in the carrying amount of goodwill from April 1, 2024 to March 31, 2026 as a result of the FC Acquisition and RTS Acquisition.

Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment.

The Company operates with one operating segment, which is its only reporting unit and aligns with its only reportable segment.

For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, the Company did not incur an impairment charge .

NOTE 9 - STOCK-BASED COMPENSATION

The Company’s stockholders have approved the Company’s 2018 Incentive Plan (as amended, the “2018 Plan”), pursuant to which the Company may grant stock options, restricted stock and other equity-based awards with respect to up to an aggregate of 17,500 shares of the Company’s common stock with a vesting period of approximately four to five years .

There were 1,292 shares available for future issuance under the 2018 Plan as of March 31, 2026.

The 2018 Plan is administered by the Compensation Committee of the Company’s Board of Directors, which has the authority to determine, among other things, the term during which an option may be exercised (not more than 10 years), the exercise price of an option and the vesting provisions.

During the year ended March 31, 2026, the Company granted RSUs and PSUs under the 2018 Plan to certain executives in consideration for services rendered.

The RSUs vest in equal installments over a three-year period, subject to continued employment on the applicable vesting dates.

The actual number of PSUs that may vest ranges from 0 % to 167 % of the target award, depending on the achievement by the Company of specified performance criteria in accordance with the terms of the applicable award agreement and the 2018 Plan.

The Company recognizes all employee share-based payments in the statement of operations as an operating expense, based on their fair values on the applicable grant date.

[A] Stock Options:

During the year ended March 31, 2026, 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 year ended March 31, 2026:

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Exercisable as of March 31, 2026

During fiscal year 2025, the Company granted options to purchase 375 shares of common stock with time-based vesting conditions.

During the year ended March 31, 2026, the Company did not 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 year ended March 31, 2026:

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1,732 4.51 5.05 $ 17

The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following weighted-average assumptions:

December 31, 2022 December 31, 2023 March 31, 2025

Expected volatility 49.4 % 55.6 % 60.2 %

Expected life of options 6.5 6.1 6.5

Risk free interest rate 1.73 % 3.87 % 4.23 %

Dividend yield — — —

Weighted-average fair value of options granted during the year $ 2.04 $ 1.66 $ 2.66

No options were granted during the three months ended March 31, 2024.

Expected volatility is based on historical volatility of the Company’s common stock and the expected life of options is based on historical data with respect to employee exercise periods.

The Company recorded stock-based compensation expense of $ 2,943 , $ 2,712 , $ 688 , and $ 3,098 for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, respectively, in connection with awards made under the stock option plans.

The increase in the recognized expense is due to the approved 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 accelerated vesting of the Company’s equity awards is not part of what was acquired in the MiX Combination, nor what was paid for in the MiX Combination, because it was for the benefit of the Company’s employees rather than for the benefit of MiX Telematics’ employees.

Therefore, the acceleration of the equity awards was treated as a separate transaction from the MiX Combination and the acceleration of vesting was accounted for immediately upon closing of the MiX Combination on April 2, 2024.

The fair value of options vested during the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 amounted to $ 869 , $ 931 , $ 532 and $ 1,752 , respectively.

The total intrinsic value of options exercised during the year ended December 31, 2023 amounted to $ 9 .

There were no option exercises that occurred during the years ended December 31, 2022, the three months ended March 31, 2024, and the year ended March 31, 2025.

The Company recorded stock-based compensation expense of $ 2,712 , $ 688 , $ 3,098 , and $ 1,376 for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, 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 year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 amounted to $ 931 , $ 532 , $ 1,752 and $ 365 , respectively.

The total intrinsic value of options exercised during the year ended March 31, 2026 and December 31, 2023 amounted to $ 24 and $ 9 , respectively.

There were no option exercises that occurred during the three months ended March 31, 2024 and the year ended March 31, 2025.

As of March 31, 2026, there was $ 189 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.

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

During the year ended March 31, 2026, 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.

The Company granted additional 1,335 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 grant date for these awards was determined to be February 25, 2026.

During the year ended March 31, 2026, 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.

The Company granted additional 2,671 restricted shares of common stock to the Company’s 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 February 25, 2026.

A summary of all unvested restricted stock for the year ended March 31, 2026 is as follows:

Unvested Shares

(in thousands)

Weighted- Average

Grant Date Fair Value

Unvested, March 31, 2024

Granted 54 5.45

Vested/Exercised

( 1,370 ) 2.68

Forfeited or expired — —

Unvested, March 31, 2025

The Company recorded stock-based compensation expenses of $ 1,347 , $ 1,196 , $ 340 , and $ 3,337 for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, respectively, in connection with restricted stock grants.

As of March 31, 2025, there was $ 36 of total unrecognized compensation cost related to unvested shares.

That cost is expected to be recognized over a weighted-average period of 0.13 years.

The increase in the recognized expense is due to the approved acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that are outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting) in connection with the closing of the MiX Combination.

The accelerated vesting of the Company’s equity awards is not part of what was acquired in the MiX Combination, nor what was paid for in the MiX Combination because it was for the benefit of the Company’s employees rather than for the benefit of MiX Telematics’ employees.

Therefore, the accelerat

ion of the equity awards was treated as a separate transaction from the MiX Combination and the acceleration of vesting was accounted for immediately upon closing of the MiX Combination on April 2, 2024.

During fiscal year 2025, the Company granted 1,250 restricted shares of common stock to the Company’s Chief Executive Officer, of which 312.5 shares vest in equal installments over a three-year period, provided that the executive is employed by the Company on each scheduled vesting date and 937.5 restricted shares with market-based vesting condition.

The market-based restricted shares will vest in equal installments over a three-year period following the date on which the volume weighted average price of the Company’s common stock during a consecutive 60-day trading period (the “60 Day VWAP”) ranges between $ 6.00 and $ 10.00 .

The Company valued the market-based restricted stock awards using a Monte Carlo simulation model using a daily price forecast over ten years until expiration utilizing Geometric Brownian Motion that considers a variety of factors including, but not limited to, the Company’s common stock price, risk-free rate ( 4.3 )%, and expected stock price volatility ( 57.5 )% over the expected life of awards ( 10 years).

The weighted average fair value of market-based stock options granted during the period was $ 5.35 .

Grant date for these awards was determined to be March 30, 2025.

Time-Based Restricted Shares

Market-Based Restricted Shares

Performance-Based Restricted Shares

Unvested Shares

(in thousands)

Weighted- Average

Grant Date Fair Value Number of

Grant Date Fair Value

Unvested Shares

(in thousands)

Weighted- Average

Grant Date Fair Value

Unvested, March 31, 2024

Granted 313 5.59 938 5.35

Vested/Exercised

Forfeited or expired — — — —

Unvested, March 31, 2025

313 5.35 938 5.35

In addition to the above, the Company granted 364.6 restricted shares of common stock to the Company’s executive officers, which vest in equal installments over a three-year period, provided that the executive is employed by the Company on each scheduled vesting date.

These grants included a grant of 174.3 shares of restricted stock to the Company’s Chief Executive Officer, which vests over three equal installments over a three-year period, provided that the executive is employed by the Company on each scheduled vesting date.

Grant date for these awards was determined to be March 30, 2025.

Unvested Shares

(in thousands)

Weighted- Average

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Unvested, March 31, 2025

Granted 365 5.59

732 5.58 938 5.35 — —

Granted, April 23, 2025 384 4.75 — — 1,475 4.75

Granted, February 25, 2026 1,335 3.70 — — 2,671 3.70

Vested/Exercised

( 395 ) 5.33 ( 104 ) 5.59 — —

Forfeited or expired ( 71 ) 4.75 — — ( 153 ) 4.75

Unvested, March 31, 2026

1,985 4.24 834 5.35 3,993 4.05

The Company recorded stock-based compensation expenses of $ 1,196 , $ 340 , $ 3,337 , and $ 4,379 for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, respectively, in connection with restricted stock grants.

As of March 31, 2026, there was $ 18,460 of total unrecognized compensation cost related to unvested shares.

[C] Stock Appreciation Rights:

In connection with the closing of the MiX Combination, the Company assumed each of MiX Telematics’ share plans.

MiX Telematics issued equity-classified share incentives under the MiX Telematics Long-Term Incentive Plan (“LTIP”) to directors and certain key employees within the Company.

The LTIP provides for three types of grants to be issued, namely performance shares, restricted share units and stock appreciation rights (“SARs”).

On the Implementation Date (April 2, 2024), the only issued and outstanding equity awards under the LTIP were SARs, and the Company assumed the outstanding SARs in issue.

No additional performance shares or restricted share units will be issued or assumed by the Company.

The replacement of MiX Telematics’ share-based payment awards has been treated as a modification under ASC 718, Compensation—Stock Compensation as of the Implementation Date.

The fair value of the replacement SARs issued was allocated between pre-combination and post-combination service based on the vesting period.

The fair value related to pre-combination service is included as part of the fair value of the consideration in the MiX Combination (see Note 3), and the fair value related to post-combination service is to be recognized as an expense over the remaining vesting period.

The total stock-based compensation expense recognized during the year ended March 31, 2025 was $ 2,926 .

The following table summarizes the activities for the outstanding SARs:

The following table summarizes the activity relating to the Company’s stock appreciation rights ( “SARs”) for the year ended March 31, 2026:

Number of SARs

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Outstanding as of April 1, 2025 3,238 2.44

Acquired through MiX Combination 5,740 2.61

Exercised ( 644 ) 2.78

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1,063 2.52 1.68 $ 592

The total stock-based compensation expense recognized during the year ended March 31, 2026 and 2025 was $ 1,443 and $ 2,926 , respectively.

As of March 31, 2026, there was $ 2,513 of unrecognized compensation cost related to unvested SARs.

This amount is expected to be recognized over a weighted-average period of 1.80 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 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.

The fair value of each warrant on grant date is estimated using the Black-Scholes option-pricing model reflecting the following assumptions:

Expected volatility 70.0 %

Expected life of warrants

Risk free interest rate 4.0 %

Dividend yield —

Fair value of warrants granted during the quarter

The total stock-based compensation expense recognized during the year ended March 31, 2026 was $ 343 .

As of March 31, 2026, there was $ 20 of unrecognized compensation cost related to unvested warrants.

This amount is expected to be recognized over a weighted-average period of 0.5 years.

NOTE 10 - NET LOSS PER SHARE

Net loss per share for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 are as follows (in thousands, except per share data):

Net loss per share for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 are as follows (in thousands, except per share data):

December 31, Three Months Ended

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The Company’s participating securities consist solely of preferred stock, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock.

The two-class method of computing earnings per share is an

allocation method that calculates earnings per share for common stock and participating securities.

During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company.

NOTE 11 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT

Amounts outstanding under short‑term and long‑term debt were classified on the consolidated balance sheets as follows (in thousands):

Short-term bank debt $ 36,788 $ 44,072

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Long-term debt - less current maturities $ 232,160 $ 229,669

Short-Term Bank Debt

As of March 31, 2025, short-term debt comprised $ 35,435 of borrowing facilities and $ 1,353 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 $ 18,984 as at March 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.

The RMB General Facility is repayable on demand and has a term of 365 days from the Available Date (as defined therein).

Repayment of the RMB General Facility, including capitalized interest, is due by the earlier of (a) the Available Date or (b) April 2, 2025, unless extended by agreement between MiX Telematics and RMB.

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.

During April 2025, the RMB General Facility repayment terms were extended by an additional 365 days on the same terms and conditions of the Facilities Agreement.

As of March 31, 2025, $ 18,006 of the RMB General Facility was utilized.

Hapoalim Debt

As of March 31, 2025, Powerfleet Israel Ltd.

(“Powerfleet Israel”) had utilized approximately $ 17,422 under the Hapoalim Revolving Facilities, which are described below .

As of March 31, 2026, the Company had debt outstanding under credit facilities with Bank Hapoalim B.M.

(“Hapoalim”) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”).

As of March 31, 2026, short-term bank debt consisted of $ 44,062 of borrowing facilities and $ 10 of book overdrafts.

Summary of Debt Facilities

Short-Term Debt

The following table summarizes the Company’s revolving credit facilities as of March 31, 2026 (in thousands):

Facility Denominated Currency Total Committed Amount (USD equivalent at balance sheet date) Amount Outstanding (Drawn) Available Borrowing Capacity (Undrawn) Interest Rate Final Maturity Classification

RMB General Facility ** ZAR $ 20,520 $ 20,630 $ — SA Prime – 0.75 %

On demand (April 2, 2026) Current

RMB Revolving Credit Facility A USD $ 10,000 $ 5,000 $ 5,000 SOFR + 2.5 %

February 1, 2027 Current

RMB Revolving Credit Facility B ZAR $ 10,553 $ — $ 10,553 South African rand overnight index average + 1.95 %

February 1, 2027 Current

Hapoalim Revolving Credit Facility C USD/ NIS $ 10,000 $ 4,181 $ 5,819 USD denominated:

SOFR + 2.15 %

NIS denominated :

Hapoalim Prime + 2.5 %

February 27, 2027 Current

Hapoalim Revolving Credit Facility D USD $ 20,000 $ 14,251 $ 5,749 SOFR + 2.59 %

June 30, 2026 Current

$ 71,073 $ 44,062 $ 27,121

** The outstanding balance exceeds the committed amount primarily due to the accrual of interest on the foreign debt balance as of the reporting date.

RMB General Facility

As part of the MiX Combination, MiX Telematics entered into a committed general banking facility with RMB in the principal amount of R 350,000 (the equivalent of $ 20,520 at March 31, 2026) (the “RMB General Facility”).

The RMB General Facility was repayable on demand and had a contractual term of 365 days from the available date.

Repayment, including capitalized interest, was originally due by the earlier of the available date or April 2, 2026.

Interest was calculated on the daily outstanding balance, compounded monthly in arrears and payable quarterly.

Subsequent to March 31, 2026, the Company continued discussions with RMB regarding the establishment of a new general banking facility and certain additional operational banking facilities in connection with the transition of the Company’s South African transactional banking relationship to RMB.

The proposed arrangements include a general banking facility intended to support working capital and cash management requirements, as well as additional operational banking facilities supporting transactional banking activities.

The proposed facilities have received credit approval from RMB and remain subject to the execution of definitive documentation and receipt of certain corporate approvals.

The Company expects to finalize the arrangements following completion of these internal approval and documentation processes.

2026 RMB Revolving Credit Facilities

On February 5, 2026, the Company, together with certain wholly owned subsidiaries, entered into a facilities agreement with RMB (the “RMB Revolving Credit Facilities Agreement”) providing revolving credit facilities in the aggregate principal amounts of $ 10,000 (“RMB Revolving Credit Facility A”) and R 180,000 (“RMB Revolving Credit Facility B” and, together with RMB Revolving Credit Facility A, the “RMB Revolving Credit Facilities”), respectively.

The RMB Revolving Credit Facilities are available for general corporate purposes.

The RMB Revolving Credit Facilities will mature one year from closing.

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

In addition, the RMB Revolving Credit Facilities Agreement provides for certain customary mandatory prepayment requirements.

The Company was 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 RMB Revolving Credit 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 RMB Revolving Credit Facility, (ii) 20 % per annum of the applicable margin if utilization is equal to or greater than 50 % of RMB Revolving Credit Facility A, and (iii) 26 % per annum of the applicable margin if utilization is equal to or greater than 50 % of RMB Revolving Credit Facility B.

Hapoalim Revolving Credit Facilities

On March 18, 2024, Powerfleet Israel Ltd.

(“Powerfleet Israel”) and Pointer Telocation Ltd.

(“Pointer” and, together with Powerfleet Israel, the “Borrowers”) entered into an amended and restated credit agreement (as amended, the “A&R Credit Agreement”).

The A&R Credit Agreement provides for 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 Revolving Credit Facility C” and “Hapoalim Revolving Credit Facility D,” respectively, and, collectively, the “Hapoalim Revolving Credit Facilities”).

On December 30, 2024, the Borrowers entered into an amendment to the A&R Credit Agreement, which increases the principal amount available under Hapoalim Revolving Credit Facility D from $ 10,000 to $ 20,000 .

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

The Company is required to pay non‑utilization and credit allocation fees on undrawn balances equal to 0.5 % per annum on undrawn and uncancelled amounts.

The Hapoalim Revolving Credit Facilities are 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 its assets, as well as cross‑guarantees between Powerfleet Israel and Pointer, subject to specified exclusions.

The weighted-average interest rate on short-term borrowings as of March 31, 2025 and March 31, 2026 was 8.75 % and 7.90 %, respectively.

Long-Term Debt

Hapoalim Debt

In connection with the Pointer acquisition, Powerfleet Israel incurred New Israeli Shekels (“NIS”) denominated debt in term loan borrowings on October 3, 2019 under a Credit Agreement (the “Prior Credit Agreement”) with Bank Hapoalim B.M.

(“Hapoalim”), pursuant to which Hapoalim agreed to provide Powerfleet Israel with two senior secured term loan facilities in an initial aggregate principal amount of $ 30,000 (composed of two facilities in the aggregate principal amount of $ 20,000 and $ 10,000 , respectively and a five-year revolving credit facility to Pointer Telocation Ltd.

(“Pointer”) denominated in NIS in an initial aggregate principal amount of $ 10,000 (collectively, the “Prior Credit Facilities”).

The Prior Credit Facilities were scheduled to mature on October 3, 2024.

On March 18, 2024, Powerfleet Israel and Pointer (collectively, the “Borrowers”) entered into an amended and restated credit agreement (as amended, the “A&R Credit Agreement”), which refinanced the facilities under, and amended and restated, the Prior Credit Agreement.

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,” respect

ively, 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.

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 March 31, 2025, Pointer had utilized $ 17,422 under the Hapoalim Revolving Facilities.

The available undrawn facility balance at March 31, 2025 was $ 12,578 .

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 March 31, 2025 was 6 % .

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

The first interest period ended on June 25, 2024.

Hapoalim Facility A amortizes in quarterly installments over its five-year term and will be payable in the following aggregate annual amounts:

(i) 10 % of the principal amount of Hapoalim Facility A from March 18, 2024 until March 18, 2025, (ii) 25 % of the principal amount of Hapoalim Facility A from March 18, 2025 until March 18, 2026, (iii) 27.5 % of the principal amount of Hapoalim Facility A from March 18, 2026 until March 18, 2027, (iv) 27.5 % of the principal amount of Hapoalim Facility A from March 18, 2027 until March 18, 2028, and (v) 10 % of the principal amount of Hapoalim Facility A from March 18, 2028 until March 18, 2029.

Hapoalim Facility B does not amortize and will be payable in full on March 18, 2029.

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 %.

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.

In addition, Pointer is required to pay a credit allocation fee in NIS, with respect to Hapoalim Facility C, and a non-utilization fee in U.S.

dollars, with respect to Hapoalim Facility D, in each case, equal to 0.5 % per annum on undrawn and uncancelled amounts of the revolving facilities during the period commencing on March 18, 2024 and ending on the last day of the applicable availability period of such revolving facilities.

The Borrowers have also paid certain upfront fees and other fees and expenses to Hapoalim in connection with the A&R Credit Agreement.

The Hapoalim Revolving Facilities were set to mature on March 18, 2025;

however, on March 2, 2025, the payment terms were extended to February 27, 2026.

Borrowings under the Hapoalim Term Facilities are voluntarily prepayable at any time, in whole or in part, and are not subject to any prepayment premium.

Voluntary prepayments of the Hapoalim Term Facilities must be made in minimum increments of NIS 1 million.

In addition to certain customary mandatory prepayment requirements, the A&R Credit Agreement also requires Powerfleet Israel to make prepayments on the Hapoalim Term Facilities to the extent it receives distributions from Pointer, except for any such distributions made to cover certain expenses of Powerfleet Israel in its normal course of operations.

The A&R Credit Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to Pointer’s net debt levels which must be less than 100 % of Working Capital as defined in the A&R Credit Agreement, the ratio of each Borrower’s net debt to Pointer’s EBITDA must not exceed 4.75 , Powerfleet Israel’s minimum equity which must not be less than $ 60,000 , and the ratio of Powerfleet Israel’s equity to its total assets which must be greater than 35 % and the ratio of Pointer’s net debt to EBITDA ratio must not exceed 2 .

The following table summarizes the Company’s loan facilities as of March 31, 2026 (in thousands):

Facility Denominated Currency Original Principal Amount (USD equivalent) Outstanding Balance

Interest Rate Final Maturity Classification

Hapoalim Term Facility A NIS $ 20,000 $ 15,004 Hapoalim Prime ( 5.5 %) + 2.2 %

March 18, 2029 Non-current

Hapoalim Term Facility B ** NIS $ 10,000 $ 11,542 Hapoalim Prime ( 5.5 %) + 2.3 %

March 18, 2029 Non-current

USD $ 42,500 $ 42,500 8.699 % to March 31, 2027, thereafter SOFR + 4.85 %

March 31, 2028 Non-current

USD $ 42,500 $ 42,500 8.979 % fixed

March 31, 2029 Non-current

Term Facility

USD $ 125,000 $ 125,000 5.0 % + SOFR

October 31, 2029 Non-current

$ 240,000 $ 236,546

** The outstanding balance of the Hapoalim Term Facility B exceeds the original USD equivalent principal amount due to foreign currency fluctuations with no required principal payments until maturity.

Hapoalim Term Facilities

The A&R Credit Agreement also provides for 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 Term Facility A” and “Hapoalim Term Facility B,” respectively, and, collectively, the “Hapoalim Term Facilities”).

Hapoalim Term Facility A amortizes in quarterly installments over its five-year term, while Hapoalim Term Facility B does not amortize and is payable in full at maturity.

The A&R Credit Agreement was accounted for as a modification of the prior term loan facilities, as the change in the present value of future cash flows was less than 10% under the guidance in ASC 470‑50.

The proceeds ($ 30,000 ), less the prepayment of the prior term loan facilities (approximately $ 11,200 ), amounting to approximately $ 18,800 , were recorded as an increase in the carrying value of the prior term loan facilities that was recognized previously.

For the year ended December 31, 2023 and the three months ended March 31, 2024, the Company recorded $ 133 and $ 110 , respectively, of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the years ended March 31, 2025 and 2026, the Company recorded a cost of $ 33 and $ 80 , respectively, net of additional deferred costs and credit to the original debt issuance costs and amortization of the original debt issuance costs.

The Company recorded charges of $ 572 , $ 111 , $ 2,410 and $ 2,371 to interest expense on its consolidated statements of operations for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, respectively, related to interest expense associated with the Hapoalim debt.

Hapoalim Covenants

The A&R Credit Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to Pointer’s net debt levels which must be less than 100 % of Working Capital as (defined in the A&R Credit Agreement), the ratio of each Borrower’s total debt to Pointer’s EBITDA must not exceed 4.75 , Powerfleet Israel’s minimum equity which must not be less than $ 60,000 , and the ratio of Powerfleet Israel’s equity to its total assets which must be greater than 35 % and the ratio of Pointer’s net debt to EBITDA ratio must not exceed 2 .

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 March 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.

No other assets of the Company will serve as collateral under the Hapoalim Credit Facilities.

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 years ended December 31, 2022, and 2023, and the three months ended March 31, 2024, the Company recorded $ 15 , $ 133 and $ 110 , respectively, of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the year ended March 31, 2025, the Company recorded a cost of $ 33 net of additional deferred costs and credit to the original debt issuance costs and amortization of the original debt issuance co sts.

The Company recorded charges of $ 824 , $ 572 , $ 111 and $ 2,410 to interest expense on its Consolidated Statement of Operatio ns for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 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 Company drew down $ 85,000 in cash under the RMB Facilities on March 13, 2024, and the proceeds 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.

The RMB Facilities are guaranteed by the Company, I.D.

Systems, Inc.

Systems”) and Movingdots GmbH (“Movingdots”), and there is a security agreement over the shares in Main Street 2000 Proprietary Limited (“MS2000”), I.D.

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.

As of March 31, 2026, the Company was in compliance with all applicable financial and non‑financial covenants, and no events of default had occurred.

RMB Term Facilities

On March 7, 2024, the Company, together with certain of its wholly owned subsidiaries, entered into a facilities agreement (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 Term Facility A” and “RMB Term Facility B,” respectively, and, collectively, the “RMB Term Facilities”).

The RMB Term Facilities were drawn in full and used to redeem all the then-outstanding shares of the Company’s Series A convertible preferred stock (“Series A Preferred Stock”) and for general corporate purposes.

On October 31, 2025, the Company and RMB entered into a first amendment and restatement agreement (the “ First Amendment and Restatement Agreement”), which amended and restated the Facilities Agreement to, among other things, extend maturities and modify interest terms.

Under the terms of the First Amendment and Restatement Agreement, RMB Term Facility A matures on March 31, 2028, and RMB Term Facility B matures on March 31, 2029.

Interest is payable quarterly in arrears.

RMB Facility A matures on March 31, 2027, 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 .

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

If the Company prepays any amount during the first or second annual period of the funding, a refinancing fee equal to 2 % or 1 %, respectively, of the prepayment will be payable.

Also, the RMB Facilities are mandatorily prepayable upon the occurrence of uncertain future events, such as a change of control or a transfer of the business.

In the event that either prepayment occurs, the respective prepayment amount will be adjusted for RMB’s break gains or losses, which relate mainly to the unwinding of interest rate derivatives (the “Prepayment Derivative”) which RMB entered into with third parties to fix the interest rates on the RMB Facilities.

Since RMB’s break gains/losses could result in the Company prepaying at a discount, or a premium, of 10 % or more to the initial carrying amount of the RMB Facilities, the optional and contingent repayment features were to be embedded derivatives in the scope of ASC 815-15 Embedded Derivatives.

The Prepayment Derivative within each RMB Facility has been bifurcated and accounted for at fair value separately from the respective debt-host contracts which are accounted for at amortized cost.

The terms of the debt-host contracts have been bifurcated to adjust the carrying value of the debt upon separating the derivative.

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.

Also, the RMB Term Facilities are mandatorily prepayable upon the occurrence of uncertain future events, such as a change of control or a transfer of the business.

Certain optional and contingent prepayment features within the RMB Term Facilities were determined to be embedded derivatives requiring bifurcation under of ASC 815-15 Embedded Derivatives.

The embedded derivatives were separated from the debt host contracts and accounted for at fair value, with the debt host contracts recorded at amortized cost.

Upon initial recognition of the RMB Term Facilities, a Prepayment Derivative asset of $ 610 and $ 1,616 for RMB Term Facility A and RMB Term 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 Term 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 March 31, 2026:

Facility A Facility B

Credit spread volatility 55 % 35 %

Credit spread 4.48 % 4.99 %

Risk-free interest rate volatility 36 % 28 %

Risk-free rate 3.68 % 3.81 %

Credit rating B+ B+

Risk free rate SOFR spot rate

SOFR spot rate

As of March 31, 2024 and 2025, the Secured Overnight Financing Rate ( SOFR ) spot rate was 5.34 % and 4.41 %, respectively .

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 .

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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 a decrease in the derivative asset of $ 82 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 81 .

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 $ 218 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 224 .

The Prepayment Derivative assets are included in Other assets and their fair values were $ 610 and $ 1,616 for RMB Facility A and RMB Facility B, respectively, as of March 31, 2024 and, $ 850 and $ 1,880 for RMB Facility A and RMB Facility B, respectively, as of March 31, 2025.

For the Prepayment Derivative asset in RMB Term 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 $ 10 .

For the Prepayment Derivative asset in RMB Term Facility B, a change of -10% in credit spread volatility would result in a decrease in the derivative asset of $ 10 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 30 .

The Prepayment Derivative assets are included in Other assets and their fair values were $ 850 and $ 1,880 for RMB Term Facility A and RMB Term Facility B, respectively, as of March 31, 2025 and, $ 1,215 and $ 2,291 for RMB Term Facility A and RMB Term Facility B, respectively, as of March 31, 2026.

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

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

For the year ended March 31, 2025, the Company recorded $ 93 , respectively, of amortization of the original debt issuance costs and the refinancing fee to RMB.

For the year ended March 31, 2025, the Company recorded interest expense of $ 7,588 .

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”).

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

Systems and Movingdots.

The New RMB Term Facility is secured by a first priority security interest over the entire share capital of I.D.

Systems, Movingdots, MS2000 and Canadian SPV, each a wholly owned subsidiary of the Company.

No other assets of the Company will serve as collateral under the New RMB Term Facility.

The New RMB Term Facility will mature on the last business day of the month that is five years following the closing date of the Facility Agreement (the “Maturity Date”).

The New RMB Term Facility does not amortize and will be payable on the Maturity Date.

Borrowings under the New RMB Term Facility may be voluntarily prepaid at any time upon prior written notice, in whole or in part, subject to payment of a refinancing fee equal to (i) 2 % of the amount prepaid if such prepayment occurs before October 1, 2025, or (ii) 1 % of the amount prepaid if such prepayment occurs on or after October 1, 2025, but before October 1, 2026.

No refinancing fee is payable if prepayment occurs on or after October 1, 2026.

If voluntary prepayments are made in part, they must be made in minimum amounts of $ 5 million in integral multiples of $ 1 million.

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

In the event of any prepayment during a quarterly interest period the Company is also required to pay, or receive from, RMB an amount, such that RMB would be in the same economic position for that interest period had the prepayment only occurred at the end of such period.

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.

For the year ended March 31, 2026 and March 31, 2025, the Co mpany recorded $ 192 and $ 93 , respectively of amortization of the original debt issuance costs and the refinancing fee to RMB.

For the years ended March 31, 2025 and March 31, 2026, the Company recorded interest expense of $ 7,588 and $ 7,617 respectively.

New RMB Term Facility

On September 27, 2024, the Company, together with certain of its wholly owned subsidiaries, entered into a term loan facility with RMB in an aggregate principal amount of $ 125,000 (the “New RMB Term Facility”), the proceeds of which were used to pay a portion of the purchase price of approximately $ 190,000 in connection with the FC Acquisition.

Interest on the New RMB Term Facility is payable quarterly in arrears.

The stated interest rate at March 31, 2026 was 8.68 %.

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 $ 1,443 were incurred.

For the year ended March 31, 2025, the Company recorded $ 113 of amortization of these costs and $ 5,946 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.

Total debt issuance costs incurred were $ 1,433 , inclusive of the non-refundable deal structuring fee.

For the years ended March 31, 2025 and 2026, the Company recorded $ 113 and $ 242 , respectively of amortization of these costs and $ 5,946 and $ 11,653 , respectively, of interest expense .

The New RMB Term Facility is guaranteed, on a joint and several basis, by certain wholly owned subsidiaries and secured by first‑priority security interests over their share capital.

RMB Covenants

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) 2.75 from June 30, 2026 through March 30, 2027, and (ii) 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 Term 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 Term Facilities or New RMB Term Facility, as applicable.

As of March 31, 2026, the Company was in compliance with all applicable financial and non‑financial covenants, and no events of default had occurred.

Contractual Maturities

Scheduled contractual maturities of the long-term debt as of March 31, 2026 are as follows (in thousands):

Current portion ( 6,283 )

Debt costs and prepayment penalty ( 507 )

Debt costs and prepayment ( 594 )

Total $ 229,669

7 unchanged sentences

The following table summarizes warranty activity for the periods ended March 31, 2025 and 2026 (in thousands):

Accrued warranty reserve, December 31, 2023

Accrued warranty reserve, March 31, 2024 $ 2,926

Accrual for product warranties issued 365

Product replacements and other warranty expenditures ( 510 )

Expiration of warranties (over warranty accrual)

Expiration of warranties ( 109 )

Acquired through MiX Combination and FC Acquisition

Foreign currency translation difference ( 8 )

2 unchanged sentences

Product replacements and other warranty expenditures ( 821 )

Expiration of warranties (over warranty accrual)

Acquired through MiX Combination and FC Acquisition

Expiration of warranties ( 1,245 )

Foreign currency translation difference 106

1 unchanged sentence

(1) Includes non-current accrued warranty included in other long-term liabilities at March 31, 2025 and 2026 of $ 2,139 and $ 1,243 , respectively.

NOTE 13 - 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 years ended March 31, 2025 and 2026, the Company recognized restructuring expenses of $ 4,673 and $ 3,463 , respectively, primarily consisting of employee termination costs.

Restructuring expenses are recorded in selling, general and administrative expenses in the 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 consolidated balance sheets) (in thousands):

2025 March 31,

Opening balance

Assumed in business combination

Cash payments

( 3,604 ) ( 3,580 )

Foreign currency translation

Closing balance

$ 1,324 $ 1,207

As of March 31, 2026, the Company incurred expenses of $ 8,136 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.

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

NOTE 14 - STOCKHOLDERS’ EQUITY

1 unchanged sentence

In connection with the completion of the Pointer acquisition, on October 3, 2019, the Company issued 50 shares of Series A Preferred Stock to ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P and ABRY Investment Partnership, L.P.

Concurrently with the closing of the MiX Combination on April 2, 2024, the Company used the net proceeds received from RMB and from incremental borrowing capacity as a result of the refinancing of credit facilities with Hapoalim to redeem in full for $ 90,300 all of the outstanding shares of the Series A Preferred Stock.

Concurrently with the closing of the MiX Combination on April 2, 2024, the Company used the net proceeds received from RMB and from incremental borrowing capacity as a result of the refinancing of credit facilities with Hapoalim to redeem in full for $ 90,300 for all of the outstanding shares of the Series A Preferred Stock.

Holders of Series A Preferred Stock were entitled to receive cumulative dividends at a minimum rate of 7.5 % per annum (calculated on the basis of the Series A Issue Price), quarterly in arrears.

1 unchanged sentence

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 year ended December 31, 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, the Company paid $ 4,493 , $ 1,128 and $ 25 , respectively, in dividends to the holders of the Series A Preferred Stock.

The following table summarizes the dividend paid activity (in thousands):

1 unchanged sentence

Year Ended December 31, 2023 $ 3,385 $ 1,108 $ 4,493

Three Months Ended March 31, 2024 (1)

1 unchanged sentence

Year Ended March 31, 2025 $ 25 $ — $ 25

Year Ended March 31, 2026 $ — $ — $ —

(1) Dividends for the period ended March 31, 2024, plus accrued dividends through April 2, 2024, were paid in cash on the redemption date of the Series A Preferred Stock.

As of each of the periods presented in the above table, dividends in arrears were $ 0 .

NOTE 14 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive loss includes net loss and foreign currency translation gains and losses.

The accumulated balances for each classification of other comprehensive income (loss) are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive income (loss)

NOTE 15 - 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 (loss) income are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive (loss) income

Balance at January 1, 2023 $ ( 1,210 ) $ ( 1,210 )

2 unchanged sentences

Net current period change ( 369 ) ( 369 )

Balance at December 31, 2023 $ ( 616 ) $ ( 616 )

Balance at March 31, 2024 $ ( 985 ) $ ( 985 )

Net current period change ( 7,865 ) ( 7,865 )

2 unchanged sentences

Balance at March 31, 2026 $ 29,660 $ 29,660

There were no reclassification adjustments out of accumulated other comprehensive (loss) income during the period.

NOTE 16 - SEGMENT INFORMATION

2 unchanged sentences

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis.

The CODM makes operating decisions, assesses financial performance, and allocates resources based on consolidated net loss attributable to common stockholders as reported on the Company’s Consolidated Statement of Operations.

The Company derives its revenue from the sale of systems and products and from customer SaaS and hosting infrastructure fees.

The measure of segment assets is reported on the Consolidated Balance Sheet as net fixed assets.

The Company derives its revenue from product revenue and service revenue.

Product revenue consists primarily of the sale of hardware devices.

Service revenue consists primarily of recurring subscription services as well as professional implementation and other non-recurring services.

The measure of segment assets is reported on the consolidated balance sheets as net fixed assets.

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

12 unchanged sentences

Interest income 103 259 926 780

Interest expense, net 994 ( 1,602 ) ( 709 ) ( 20,330 )

Interest expense ( 1,602 ) ( 709 ) ( 20,330 ) ( 27,526 )

Bargain purchase - Movingdots 9,034 — — —

Other income (expense), net

24 ( 29 ) ( 55 ) ( 1,163 )

Other expense ( 29 ) ( 55 ) ( 1,163 ) ( 4,086 )

Income tax expense ( 589 ) ( 352 ) ( 4,517 ) ( 8,688 )

12 unchanged sentences

Europe and Middle East 1,908 1,016 43,190 51,092

— — 30,962 42,963

Other 12,185 2,504 19,599 22,296

29 unchanged sentences

Total provision for income taxes $ 589 $ 352 $ 4,517 $ 8,688

The difference between income taxes at the statutory federal income tax rate and income taxes reported in the Consolidated Statement of Operations for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 is attributable to the following (in thousands):

Upon adoption of ASU 2023-09, the reconciliation of taxes at the statutory U.S.

federal income tax rate to the Company’s effective income tax rate is as follows:

Income tax benefit at the federal statutory rate $ ( 2,364 ) 21.0 %

State and local income taxes, net of federal taxes 355 ( 3.2 ) %

Increase (decrease) in valuation allowance 7,310 ( 64.9 ) %

Over (under) provision prior years ( 1,219 ) 10.8 %

Cross-border tax effect - GILTI inclusion 1,793 ( 15.9 ) %

Permanent differences and other 748 ( 6.6 ) %

Foreign tax effects:

Statutory tax rate difference 354 ( 3.1 ) %

Non-deductible (non-taxable) foreign exchange movements ( 1,482 ) 13.2 %

Permanent differences and other 687 ( 6.1 ) %

Statutory tax rate difference

338 ( 3.0 ) %

Permanent differences and other

218 ( 1.9 ) %

Statutory tax rate difference 204 ( 1.8 ) %

Israel CFC Income 348 ( 3.1 ) %

Over (Under) provision prior years 621 ( 5.5 ) %

Permanent differences and other ( 174 ) 1.5 %

Statutory tax rate difference ( 12 ) 0.1 %

Over (Under) provision prior years

689 ( 6.1 ) %

Permanent differences and other

404 ( 3.6 ) %

Statutory tax rate difference

274 ( 2.4 ) %

Increase (decrease) in valuation allowance ( 1,759 ) 15.6 %

Statutory tax rate difference

245 ( 2.2 ) %

Permanent differences and other

( 226 ) 2.0 %

Other foreign jurisdictions

Statutory tax rate difference

Foreign tax paid 393 ( 3.5 ) %

Over (Under) provision prior years

316 ( 2.8 ) %

Permanent differences and other

606 ( 5.4 ) %

Effective Income tax rate $ 8,688 ( 77.2 ) %

The difference between income taxes at the statutory federal income tax rate and income taxes reported in the consolidated statements of operations for the year ended December 31, 2023, the three months ended March 31, 2024, and the year ended March 31, 2025 is attributable to the following (in thousands):

December 31, Three Months Ended

7 unchanged sentences

Non-deductible (non-taxable) foreign exchange movements — — ( 509 )

— — — ( 509 )

Over (Under) provision prior years — — 378

30 unchanged sentences

Deferred foreign currency gains

( 8,031 ) ( 7,258 )

Deferred commissions

( 1,623 ) ( 2,796 )

Other deductible temporary differences ( 7,952 ) ( 10,404 )

4 unchanged sentences

A reconciliation of the beginning and ending amount of unrecognized tax positions for the periods ended March 31, 2025 and 2026 is as follows (in thousands):

Balance at December 31, 2023

Balance at March 31, 2024 $ 321

Additions based on tax provisions taken related to current period

30 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.

The operating lease ROU asset also includes any lease payments made in advance of lease commencement and

excludes lease incentives.

The operating lease ROU asset also includes any lease payments made in advance of lease commencement and excludes lease

The lease terms used in the calculations of the operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options.

3 unchanged sentences

Where lease terms are 12 months or less, and meet the criteria for short-term lease classification, no ROU asset and no lease liability are recognized.

Lease costs associated with the short-term leases are included in selling, general and administrative expenses on the Company’s Consolidated Statement of Operations.

Lease costs associated with the short-term leases are included in selling, general and administrative expenses on the Company’s consolidated statements of operations.

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

27 unchanged sentences

The Company records reserves related to legal matters when losses related to such litigation or contingencies are both probable and reasonably estimable.

In July 2015, Pointer do Brasil Comercial Ltda.

(“Pointer Brazil”) received a tax deficiency notice alleging that th e 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 $ 6,890 as of March 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 regards to the clerical obligation of keeping in good order a set of ICMS books and related tax receipts.

The remaining claim after this administrative decision is $ 197 .

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

Based on the Company’s legal counsel ’ s opinion, management is of the opinion that the chance of loss is not probable and that no material costs will arise in respect of these claims.

For this reason, the Company has not m ade any provision.

Mobile Telephone Networks Proprietary Limited (“MTN”), a network service provider of MiX Telematics Africa, a subsidiary of the Company, is entitled to claw back payments from MiX Telematics Africa in the event of early cancellation of the agreement or certain base connections not being maintained over the term of an amended network services agreement between the parties.

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 was $ 609 .

The maximum potential liability under the arrangement as of March 31, 2025 and 2026 was $ 609 and $ 386 , 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.

The Company simultaneously filed a Section 101 motion seeking to invalidate some of the patents.

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 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.

NOTE 19 - UNAUDITED CONDENSED FINANCIAL INFORMATION

The unaudited condensed financial information for the three-month period ended March 31, 2023 is as follows (in thousands):

Three Months Ended March 31, 2023

Products $ 12,508

Services 20,344

Total revenues 32,852

Cost of revenues:

Cost of products 9,002

Cost of services 7,276

Total cost of revenues 16,278

Gross profit 16,574

Operating expenses:

Selling, general and administrative expenses 16,941

Research and development expenses 1,723

Total operating expenses 18,664

Loss from operations ( 2,090 )

Interest income 24

Interest expense, net

Bargain purchase - Movingdots 7,234

Other income, net

Net income before income taxes

Income tax expense

Net income before non-controlling interest

Non-controlling interest 3

Accretion of preferred stock ( 1,655 )

Preferred stock dividend ( 1,107 )

Net income attributable to common stockholders

Net income per share attributable to common stockholders - basic and diluted

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - diluted

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data