What changed in this filing

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Item 9A. Controls and Procedures

2026-06-15 compared with 2025-06-26 · 43 added, 120 removed, 186 unchanged (47% of the section changed)

5 unchanged sentences

As of March 31, 2026, we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Due to the material weaknesses in internal control over financial reporting described below, management concluded that our disclosure controls and procedures were not effective as of March 31, 2025.

Notwithstanding the existence of these material weaknesses, management believes that the consolidated financial statements in this Annual Report on Form 10-K present, in all material aspects, our financial condition as reported, in conformity with U.S.

Previously Reported Material Weaknesses in Internal Control over Financial Reporting

As disclosed in Item 9A.

Controls and Procedures in our Transition Report on Form 10-KT for the transition period ended March 31, 2024, we previously identified material weaknesses in our internal control over financial reporting.

Following the identification of these material weaknesses, we developed and executed a remediation plan, which included the redesign of key controls to strengthen their effectiveness in addressing the deficiencies previously reported.

In particular, we:

• Migrated our central corporate accounting function to the legacy MiX Telematics central corporate function and team, leveraging a larger and more qualified accounting and internal risk team.

• Utilized internal and external resources to support the efforts to rework certain control gaps across various processes with identified deficiencies in Israel and the United States.

• Implemented enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports in Israel and the United States.

• Trained relevant personnel to reinforce existing policies and introduce enhanced policies with regard to the appropriate steps and procedures required to be performed related to execution and documentation of internal control.

Based on the results of our tests of operating effectiveness of controls to address the previously reported material weaknesses, management concluded that, as of March 31, 2025, the material weaknesses reported in the Form 10-KT have been remediated.

Based on the evaluation performed, management concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets;

(2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with appropriate authorizations;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness, as of March 31, 2026, of our internal control over financial reporting based on the framework in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”).

Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, 2025, due to the material weaknesses in our internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During our assessment of internal controls, we identified a material weakness related to the design and execution of controls over manual journal entries at I.D.

Systems and Pointer Mexico.

Specifically, the control deficiencies included:

• The configuration of an automated control within the ERP system at I.D.

Systems, which permitted journal entries to be amended prior to posting, creating a segregation of duties issue concerning the processing of journal entries and review of balance sheet reconciliations;

• Lack of workflow approval and sufficient documentation supporting the review of journal entries for Pointer Mexico.

These deficiencies, in the aggregate, represent a material weakness in our internal control over financial reporting, as they could result in a material misstatement of our financial statements that may not be prevented or detected on a timely basis.

On October 1, 2024, we completed the FC Acquisition, a privately owned entity that was determined to be material to our consolidated financial statements.

In accordance with SEC guidance, management excluded Fleet Complete from its assessment of the effectiveness of internal control over financial reporting as of March 31, 2025.

Fleet Complete constitutes approximately 24% of total assets and 16% of total revenue of our consolidated financial statement amounts as of and for the year ended March 31, 2025.

Despite the exclusion of Fleet Complete from our assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025, we identified a material weakness in controls over the financial close and reporting process.

Specifically, there were insufficient effective controls in place to ensure the completeness and accuracy of Fleet Complete’s financial reporting information that is consolidated into Powerfleet’s financial statements.

This material weakness resulted from insufficient controls over the review and validation of financial data submitted by the newly acquired subsidiary for consolidation purposes.

This material weakness was due to the following deficiencies at Fleet Complete:

• Fleet Complete had ineffective general information technology controls (“GITCs”) over relevant IT systems.

Specifically, Fleet Complete’s management did not design and maintain effective GITCs in the following areas:

(i) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to financial applications, programs and data to appropriate company personnel;

and (ii) program change management controls to ensure that changes to IT programs and data affecting financial applications and underlying accounting records are properly identified, tested, authorized and implemented with appropriate segregation of duties.

• Fleet Complete management did not design and implement control activities necessary to provide reasonable assurance regarding the reliability of Fleet Complete’s financial reporting.

• Fleet Complete also has not implemented workflow approval on journal entries resulting in a lack of segregation of duties related to the processing and approval of manual journal entries.

Our independent registered public accounting firm, Deloitte & Touche, has audited the effectiveness of our internal control over financial reporting as of March 31, 2025, as stated in its audit report included in this Annual Report on Form 10-K.

Remediation Plan for the Material Weaknesses

Management is committed to the remediation of the material weaknesses described above, as well as the continued improvement of our internal control over financial reporting.

Management has implemented and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated.

To address the material weaknesses, management has completed, or is in the process of completing, the following remediation activities:

• As of April 1, 2025, redesigned and implemented automated controls within the ERP system used by I.D.

Systems to prevent users from editing journal entries they did not create and to require a senior independent authorized individual to approve and post such journal entries.

• Initiated plans to decommission the ERP system currently used by I.D.

Systems in the second quarter of fiscal 2026, replacing it with a standardized ERP platform designated for use across the Company.

• Designing and implementing workflow approval on critical transactions, such as manual journal entries for I.D.

• Implementing controls that require documentation of independent reviews of manual journal entries at Pointer Mexico.

• Designing and implementing controls over GITCs within the standardized ERP system related to user access and program change management over IT systems that support financial reporting processes at Fleet Complete.

• Designing and implementing internal control over financial reporting for processes specific to Fleet Complete.

While we believe the actions taken and those underway will improve our internal control over financial reporting, we have not completed all remediation efforts identified herein.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that controls are operating effectively.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2026.

Our independent registered public accounting firm, Deloitte & Touche, has audited the consolidated financial statements included in this Form 10-K and our internal control over financial reporting as of March 31, 2026, as stated in their audit report that follows below.

Previously Reported Material Weaknesses in Internal Control over Financial Reporting

As disclosed in Item 9A, Controls and Procedures, in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, management identified material weaknesses in internal control over financial reporting related to deficiencies in the design and operating effectiveness of controls over journal entries at I.D.

Systems and Pointer Mexico, and deficiencies in controls over the financial statement close and reporting process at Fleet Complete.

Following the identification of these material weaknesses, management implemented controls and other remediation measures designed to address the underlying control deficiencies and strengthen the overall control environment.

Remediation activities included the following:

• Redesigned and implemented, as of April 1, 2025, automated controls within the ERP system used by I.D.

Systems to prevent users from modifying journal entries they did not create and to require independent approval prior to the posting of journal entries;

• Implemented, during November 2025, Phase 1 of our standardized ERP platform, including system-enforced workflow approvals for manual journal entries and other automated control enhancements at Fleet Complete, I.D.

Systems and other relevant operations;

• Implemented controls requiring documented evidence of independent review and approval of manual journal entries at Pointer Mexico;

• Designed and implemented general information technology controls within the standardized ERP platform, including controls over user access management and program change management, to support the reliability of automated controls relevant to financial reporting;

• Designed and implemented additional controls over the financial close and reporting process at Fleet Complete, including controls designed to ensure the completeness and accuracy of information included in our consolidated financial statements.

Management evaluated the design and tested the operating effectiveness of the remediated controls and determined that those controls operated effectively for a sufficient period of time.

Based on the remediation activities completed and management’s evaluation of the design and testing of the operating effectiveness of those controls, management concluded that the previously reported material weaknesses were remediated as of March 31, 2026.

Changes in Internal Control over Financial Reporting

Except for the items noted above and our continued efforts to implement standardized ERP and CRM systems across all Powerfleet subsidiaries, there were no other changes to our internal control over financing reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal year ended March 31, 2026, we continued the implementation of a standardized ERP and CRM platform across our North American operations and certain European operations.

As part of this implementation, we enhanced our internal control environment through the deployment of additional automated controls, system-enforced approval workflows, and supporting information technology general controls.

In addition, as described above under “Previously Reported Material Weaknesses in Internal Control over Financial Reporting”, we implemented changes to our internal control over financial reporting as part of our remediation plan to address the previously reported material weaknesses.

Other than the changes associated with the remediation activities and the ERP and CRM implementation described above, there were no changes in our internal control over financial reporting during the fiscal year ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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and subsidiaries (the “Company”) 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 (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2026, of the Company and our report dated June 15, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Fleet Complete, which was acquired on October 1, 2024, and whose financial statements constitute 24% of total assets and 16% of total revenue of the consolidated financial statement amounts as of and for the year ended March 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Fleet Complete.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management identified a material weakness related to the configuration of an automated control within the ERP system at I.D.

Management identified a material weakness related to a lack of workflow approval and sufficient documentation supporting the review of journal entries for Pointer Mexico.

Management also identified a material weakness in controls over the financial close and reporting process as a result of the Fleet Complete acquisition.

This material weakness resulted from insufficient controls over the review and validation of financial data submitted by the newly acquired subsidiary for consolidation purposes.

This material weakness was due to the following deficiencies at Fleet Complete:

• Fleet Complete had ineffective general information technology controls (“GITCs”) over relevant information technology (“IT”) systems.

Specifically, Fleet Complete’s management did not design and maintain effective GITCs in the following areas:

• Fleet Complete management did not design and implement control activities necessary to provide reasonable assurance regarding the reliability of Fleet Complete’s financial reporting.

• Fleet Complete has also not implemented workflow approval on journal entries resulting in a lack of segregation of duties related to the processing and approval of manual journal entries.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended March 31, 2025, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche

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Other Information

On May 27, 2025, the Company entered into an amendment to each of the Facilities Agreement and Facility Agreement to amend the financial covenants contained therein with respect to the ratio of the Company’s consolidated total net borrowings to consolidated EBITDA.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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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Systems, Inc., filed with the SEC on March 15, 2019).†

Investment and Transaction Agreement, dated as of March 13, 2019, by and among I.D.

Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P.

and ABRY Senior Equity Co-Investment Fund V, L.P.

(incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on March 15, 2019).†

Amendment No.

1 to the Investment and Transaction Agreement, dated as of May 16, 2019, by and among I.D.

Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P.

and ABRY Senior Equity Co-Investment Fund V, L.P.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on May 20, 2019).†

Amendment No.

2 to the Investment and Transaction Agreement, dated as of June 27, 2019, by and among I.D.

Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P.

and ABRY Senior Equity Co-Investment Fund V, L.P.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on June 27, 2019).†

Amendment No.

3 to the Investment and Transaction Agreement, dated as of October 3, 2019, by and among I.D.

Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P.

and ABRY Investment Partnership, L.P.

(incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K12B of Powerfleet, Inc., filed with the SEC on October 3, 2019).†

Amendment No.

4 to the Investment and Transaction Agreement, dated as of May 13, 2020, by and among Powerfleet, Inc., I.D.

Systems Inc., ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P.

and ARBY Investment Partnership, L.P.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on May 14, 2020).

2.2 Implementation Agreement, dated October 10, 2023, by and among Powerfleet, Inc., Main Street 2000 Proprietary Limited and MiX Telematics Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 10, 2023).†

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filed with the SEC on May 9, 2024).

10.6 Offer Letter, dated November 8, 2024 between Powerfleet , Inc.

and M ichael Powell (filed herewith).

10.6 Offer Letter, dated June 1, 2025 between Powerfleet, Inc.

and Melissa Ingram (filed herewith).¥

and Melissa Ingram (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on June 26, 2025).¥

10.7 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No.

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and Bank Hapoalim B.M (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 3, 2025).†

Facilities Agreement, dated March 7, 2024, by and among Powerfleet, Inc., I.D.

Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 12, 2024).

Amendment No.

1 , effective as of May 9 , 2025, to the Facilities Agreement, dated March 7, 2024, by and among Powerfleet, Inc., I.D.

Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (filed herewith).

Amendment No.

2, effective as of May 27, 2025, to the amended Facilities Agreement, dated May 9, 2025, by and among Powerfleet, Inc., I.D.

Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (filed herewith).

10.9 First Amendment and Restatement Agreement, dated October 31, 2025, by and among Powerfleet, Inc., I.D.

Systems, Inc., Movingdots GmbH, Main Street 2000 Proprietary Limited, Powerfleet Canada Holdings Inc.

and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on November 6, 2025).†

10.10 Credit Agreement, dated March 14, 2024, between MiX Telematics Proprietary Limited (formerly known as MiX Telematics Limited) and FirstRand Bank Limited acting through Rand Merchant Bank division (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Powerfleet, Inc., filed with the SEC on August 28, 2024).

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1, effective as of May 27, 2025, to the Facility Agreement, dated September 27, 2024, by and among Powerfleet, Inc., I.D.

Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (filed herewith).

Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.12.2 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on June 26, 2025).

10.12 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on September 18, 2024).

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and Ontario Teachers’ Pension Plan Board (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 2, 2024).†

19.1 I nsider Trading Policy.*

10.14 Facilities Agreement, dated February 5, 2026, by and among Powerfleet, Inc., MiX Telematics Proprietary Limited, I.D.

Systems, Inc., Powerfleet Canada Holdings Inc.

and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Powerfleet, Inc., filed with the SEC on February 9, 2026).†

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on June 26, 2025).

21.1 List of Subsidiaries.*

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David Wilson (Principal Financial and Accounting Officer)

/s/ Michael Brodsky Director June 26, 2025

Michael Brodsky

/s/ Ian Jacobs Director June 26, 2025

/s/ Andrew Martin Director June 15, 2026

Andrew Martin

/s/ Ian Jacobs Director June 15, 2026

/s/ Michael McConnell Director June 15, 2026

1 unchanged sentence

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 9A. Controls and Procedures