What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-02-09 · 353 added, 431 removed, 532 unchanged (60% of the section changed)

4 unchanged sentences

(In thousands, except per share data)

March 31, 2025

December 31, 2025

March 31, 2026 June 30, 2026

(Audited) (Unaudited)

Current assets:

1 unchanged sentence

Restricted cash 4,322 3,895

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

Accounts receivable, net of allowance for credit losses of $ 9,177 and $ 9,344 as of March 31, 2026 and June 30, 2026, respectively

93,820 91,399

27 unchanged sentences

Commitments and Contingencies (Note 22)

REDEEMABLE NON-CONTROLLING INTERESTS

Redeemable non-controlling interests 6,009 6,192

STOCKHOLDERS’ EQUITY

3 unchanged sentences

authorized 175,000 shares, $ 0.01 par value;

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

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

136,224 and 136,291 shares issued at March 31, 2026 and June 30, 2026, respectively;

shares outstanding, 134,158 and 134,226 at March 31, 2026 and June 30, 2026, respectively

Additional paid-in capital 682,344 685,451

Accumulated deficit ( 226,335 ) ( 234,775 )

Accumulated other comprehensive (loss) income

( 8,850 ) 41,496

Accumulated other comprehensive income 29,660 42,087

Treasury stock;

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

2,066 and 2,066 common shares at cost at March 31, 2026 and June 30, 2026, respectively

( 11,518 ) ( 11,518 )

3 unchanged sentences

Total equity 475,606 482,700

Total liabilities and stockholders’ equity

$ 910,071 $ 959,459

Total liabilities, redeemable non-controlling interests and stockholders’ equity $ 955,565 $ 962,562

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

(In thousands, except per share data)

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

2024 2025 2024 2025

Three Months Ended June 30,

Products $ 17,657 $ 16,480

12 unchanged sentences

Interest income 196 234

Interest expense, net

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

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

Interest expense ( 6,786 ) ( 6,983 )

Other expense ( 1,243 ) ( 405 )

Net loss before income taxes ( 9,872 ) ( 6,884 )

1 unchanged sentence

( 362 ) ( 1,373 )

Net loss before non-controlling interest ( 14,350 ) ( 3,364 ) ( 38,531 ) ( 17,886 )

Non-controlling interest 1 — ( 17 ) —

Net loss ( 10,234 ) ( 8,257 )

Preferred stock dividend — — ( 25 ) —

Non-controlling interest — ( 183 )

Net loss attributable to common stockholders $ ( 10,234 ) $ ( 8,440 )

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AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive (Loss) Income

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

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

2024 2025 2024 2025

Three Months Ended June 30,

Net loss attributable to common stockholders $ ( 10,234 ) $ ( 8,440 )

Foreign currency translation adjustment 22,519 12,427

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

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

Total other comprehensive income 22,519 12,427

Comprehensive income $ 12,285 $ 3,987

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands)

3 unchanged sentences

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

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

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

1 unchanged sentence

Stock-based compensation — — 1,853 — — — — 1,853

— — 1,853 — — — — 1,853

Issue of stock appreciation rights 127 — — — — — — —

127 — — — — — — —

Balance as of June 30, 2025 135,506 $ 1,343 $ 673,253 $ ( 216,017 ) $ 13,669 $ ( 11,518 ) $ 150 $ 460,880

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

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

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

Stock-based compensation

— — 2,594 — — — — 2,594

Issue of stock appreciation rights and restricted share awards

364 — — — — — — —

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

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

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

Stock-based compensation

— — 1,491 — — — — 1,491

Issue of stock appreciation rights and restricted share awards

222 — — — — — — —

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

Balance as of December 31, 2025

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

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

3 unchanged sentences

Net loss attributable to common stockholders — — — ( 8,440 ) — — — ( 8,440 )

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

Foreign currency translation adjustment — — — — 12,427 — — 12,427

Issuance of restricted shares 54 1 ( 1 ) — — — — —

Shares issued for transaction bonus

174 1 888 — — — — 889

Shares issued in connection with MiX

Combination 70,704 707 361,298 — — — — 362,005

Acquired through MiX Combination — — 7,818 — — — 5 7,823

Shares withheld pursuant to vesting of restricted stock — — — — — ( 2,836 ) — ( 2,836 )

Stock-based compensation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Stock-based compensation

— — 3,107 — — — — 3,107

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

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

Issue of stock appreciation rights and restricted share awards

67 — — — — — — —

Balance as of June 30, 2026 136,291 $ 1,343 $ 685,451 $ ( 234,775 ) $ 42,087 $ ( 11,518 ) $ 112 $ 482,700

(*) Excludes redeemable non-controlling interests.

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities

Net loss $ ( 10,234 ) $ ( 8,440 )

Adjustments to reconcile net loss to cash (used in) provided by operating activities:

Adjustments to reconcile net loss to cash provided by operating activities:

Non-controlling interest — 183

6 unchanged sentences

Deferred income taxes ( 3,157 ) ( 1,538 )

Shares issued for transaction bonuses 889 —

Lease termination and modification losses

1 unchanged sentence

Changes in operating assets and liabilities:

Accounts receivables ( 15,245 ) ( 15,715 )

Accounts receivable ( 2,391 ) 893

Inventories ( 4,733 ) 725

3 unchanged sentences

Accounts payable, accrued expenses and other current liabilities

( 15,655 ) 11,016

Lease liabilities ( 881 ) ( 1,033 )

Accrued severance payable, net ( 562 ) ( 1,262 )

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

Accrued severance payable 357 16

Net cash provided by operating activities 4,721 8,443

Cash flows from investing activities

Acquisition, net of cash assumed

( 137,112 ) ( 191 )

Proceeds from sale of fixed assets 16 1

1 unchanged sentence

Capital expenditures ( 8,114 ) ( 4,873 )

Repayment of loan advanced to external parties 294 —

Net cash used in investing activities

3 unchanged sentences

Short-term bank debt, net ( 5,428 ) ( 2,457 )

Purchase of treasury stock upon vesting of restricted stock

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

Proceeds from private placement, net

Proceeds from long-term debt

Payment of long-term debt costs

Proceeds from exercise of stock options, net 912 39

Cash paid on dividends to affiliates ( 6 ) —

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

Net cash used in financing activities ( 6,769 ) ( 4,136 )

Effect of foreign exchange rate changes on cash and cash equivalents 725 566

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Interest $ 5,994 $ 6,444

Noncash investing and financing activities:

Common stock issued for transaction bonus $ 9 $ —

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

Shares issued in connection with FC Acquisition

See accompanying notes to condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

December 31, 2025

June 30, 2026

In thousands (except per share data)

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The Company has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the Johannesburg Stock Exchange.

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

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

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

(“Canada Holdco”) and Complete Innovations Holdings Inc.

(“CIH”), and all of the issued and outstanding shares of common stock of Golden Eagle Holdings, Inc.

(together with Canada Holdco and CIH, “Fleet Complete”).

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

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

Basis of Preparation

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GAAP for complete financial statements.

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

The results of operations for the three- and nine-month periods ended December 31, 2025 are not necessarily indicative of the operating results for the full year.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated financial position of the Company as of March 31, 2026 and June 30, 2026, the consolidated results of its operations for the three-month periods ended June 30, 2025 and 2026, the consolidated change in stockholders’ equity for the three-month periods ended June 30, 2025 and 2026, and the consolidated cash flows for the three-month periods ended June 30, 2025 and 2026.

The results of operations for the three-month period ended June 30, 2026 are not necessarily indicative of the operating results for the full year.

These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the fiscal year ended March 31, 2026 included in the Company’s Annual Report on Form 10-K for the year then ended.

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

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

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

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

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

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

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

NOTE 2 - USE OF ESTIMATES

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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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Such management estimates include, but are not limited to, assumptions used in business combinations, allowance for credit losses, income taxes, realization of deferred tax assets, accounting for uncertain tax positions, the impairment of intangible assets, including goodwill and long-lived assets, capitalized software development costs, standalone selling prices (“SSP”), valuation of the derivative asset, and market-based stock-based compensation costs.

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

NOTE 3 - ACQUISITION

RTS Acquisition

On February 1, 2026, MiX Telematics Africa (Pty) Ltd.

(“MiX Africa”), a wholly owned subsidiary of the Company, acquired 100 % of the issued and outstanding share capital of RTS Solutions Africa (Pty) Ltd.

(“RTS”) from Macrocomm Group (Pty) Ltd (“Macrocomm”) (such acquisition, the “RTS Acquisition”).

As consideration for the RTS Acquisition, 127 MiX Africa shares were issued to Macrocomm, representing an 11.27 % interest in MiX Africa, with an acquisition-date fair value of $ 8,765 .

The RTS Acquisition was accounted for as a business combination using the acquisition method under ASC 805, Business Combinations, with the Company identified as the accounting acquirer.

Allocation of Purchase Price

The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated acquisition-date fair values, with the excess recorded as goodwill.

Goodwill primarily reflects the assembled workforce and expected revenue and cost synergies and is not deductible for tax purposes.

RTS contributed revenue of $ 1,328 and net income of $ 66 to the Company’s consolidated statement of operations for the three-month period ended June 30, 2026.

The purchase price allocation remains provisional and may be adjusted as the Company completes its valuation analyses and obtains additional information regarding facts and circumstances existing as of the February 1, 2026 acquisition date.

Measurement period adjustments, if any, will be recognized in the period in which adjustments are determined, including the effect on earnings of amounts that would have been recorded in prior periods had the accounting been completed.

The measurement period ends January 31, 2027.

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 $ 202 of acquisition-related costs in the consolidated statements of operations related to the RTS Acquisition for the three-month period ended June 30, 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 had been acquired with an effective date as of April 1, 2025, it would have contributed revenue of $ 1.0 million and a net loss of $ 8 for the three months ended June 30, 2025, of which $ 34 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 (“MiX Telematics”) 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”).

Because redemption under the Put Option is not solely within the Company’s control, the non-controlling interest is classified as temporary equity.

The balance is adjusted each reporting period for attributable income or loss and distributions and, under the Company’s elected immediate method, to the greater of its redemption value or carrying amount.

The acquisition-date fair value of the redeemable non-controlling interest, including the Put Option, was $ 8,765 based on an estimate using a Monte Carlo simulation that incorporated expected revenue growth, market correlation, volatility and an appropriate discount rate.

The table below presents the reconciliation of changes in redeemable non-controlling interests as of March 31, 2026 and June 30, 2026 (in thousands):

March 31, 2026 June 30, 2026

Opening balance $ — $ 6,009

Issuance of redeemable non-controlling interest 8,765 —

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

Net income attributable to redeemable non-controlling interest 608 183

Closing balance $ 6,009 $ 6,192

In February 2026, the issuance of 127 MiX Africa shares to Macrocomm changed the relative ownership interests in MiX Africa while the Company retained control.

Accordingly, the Company recorded the transaction as an equity transaction under ASC 810, decreasing redeemable non-controlling interests and increasing additional paid-in capital by $ 3,364 as of March 31, 2026.

NOTE 4 - CASH AND CASH EQUIVALENTS

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

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

Restricted cash at December 31, 2025 consisted of cash of $ 3,336 held in escrow related to the FC Acquisition to secure certain tax liabilities, cash of $ 312 held in escrow for purchases from a vendor, cash of $ 841 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries, cash securing guarantees of $ 57 issued in respect of property lease agreements entered into by MiX Telematics Australasia, cash securing guarantees of $ 77 issued in respect of property lease agreements entered into by Fleet Complete Australia, and security deposits of $ 11 .

Restricted cash at March 31, 2026 totaled $ 4,322 and consisted primarily of cash of $ 3,156 held in escrow related to the Company’s acquisition of the Fleet Complete business (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 and cash securing guarantees of $ 76 issued in respect of property lease agreements entered into by Fleet Complete Australia.

Restricted cash at June 30, 2026 consisted of cash of $ 2,694 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 $ 750 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries, cash securing guarantees of $ 59 issued in respect of property lease agreements entered into by MiX Telematics Australasia and cash securing guarantees of $ 80 issued in respect of property lease agreements entered into by Fleet Complete Australia.

NOTE 5 - 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 software-as-a-service (“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 an 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 13).

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.

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

distinct to the customer separate from SaaS services provided).

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, Revenue from Contracts with Customers (“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., distinct to the customer separate from SaaS services provided).

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 artificial intelligence (“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 services 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.

The Company considers itself acting

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

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

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

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

The Company also derives revenue from leasing arrangements.

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.

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

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

2024 2025 2024 2025

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, Guarantees.

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.

The following table presents the Company’s revenues disaggregated by revenue source for the three months ended June 30, 2025 and 2026 (in thousands):

Three Months Ended June 30,

Products $ 17,657 $ 16,480

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$ 104,121 $ 110,793

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

March 31, 2025 December 31, 2025

The balances of contract assets and contract liabilities from contracts with customers are as follows as of March 31, 2026 and June 30, 2026 (in thousands):

March 31, 2026 June 30, 2026

Contract Assets:

Deferred contract cost (1)

Deferred contract costs (1)

$ 12,431 $ 14,177

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

For the nine-month periods ended December 31, 2024 and 2025, the Company recognized revenue of $ 9,863 and $ 15,763 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

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

For the year ended March 31, 2026 and the three-month period ended June 30, 2026, the Company recognized revenue of $ 22,203 and $ 6,620 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

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

NOTE 6 - ALLOWANCE FOR CREDIT LOSSES

The Company’s receivables were evaluated to determine an appropriate allowance for credit losses.

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

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

The Company’s accounts receivable were evaluated to determine an appropriate allowance for credit losses.

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

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

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

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

Nine Months Ended December 31,

An analysis of the allowance for credit losses for the periods ended June 30, 2025 and 2026 is as follows (in thousands):

Three Months Ended June 30,

Allowance for credit losses, March 31 $ 4,057 $ 9,177

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Foreign currency translation 626 125

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

Allowance for credit losses, June 30 $ 8,437 $ 9,344

NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS

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

2025 December 31,

2026 June 30,

Sales-type lease receivables, current $ 831 $ 757

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NOTE 8 - 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):

2025 December 31,

2026 June 30,

Components $ 8,495 $ 7,272

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

2025 December 31,

2026 June 30,

Installed and uninstalled products $ 73,750 $ 78,073

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99,192 104,966

Accumulated depreciation

( 26,166 ) ( 40,710 )

Accumulated depreciation and amortization ( 36,794 ) ( 41,166 )

$ 62,398 $ 63,800

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

Depreciation and amortization expense for the three-month periods ended June 30, 2025 and 2026 was $ 6,172 and $ 5,744 , respectively .

NOTE 10 - INTANGIBLE ASSETS AND GOODWILL

The Company capitalizes costs for software to be sold, marketed, or leased to customers.

The Company capitalizes certain development costs for software to be sold, marketed, or leased to customers.

Costs incurred internally in researching and developing software products are charged to expense until technological feasibility has been established for the product.

Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers.

Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers.

Judgment is required in determining when technological feasibility of a product is established.

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

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

December 31, 2025 Useful Lives

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

The following table summarizes identifiable intangible assets of the Company as of March 31, 2026 and June 30, 2026 (in thousands):

June 30, 2026 Useful Lives

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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Total $ 347,099 $ ( 91,581 ) $ 255,518

The weighted-average amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased for December 31, 2025 were 11.0 , 10.1 , 6.3 , 3.7 , and 3.6 years, respectively, and for March 31, 2025 were 11.7 , 10.8 , 7.0 , 4.4 , and 4.3 years, respectively .

Amortization expense for the three- and nine-month periods ended December 31, 2024 was $ 8,966 and $ 18,389 , respectively, and for the three- and nine-month periods ended December 31, 2025 was $ 9,735 and $ 29,110 , respectively .

The weighted-average remaining amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased at June 30, 2026 were 10.3 , 10.1 , 2.1 , 2.5 , and 2.7 years , respectively, and at March 31, 2026 were 10.2 , 9.8 , 3.0 , 2.8 , and 2.8 years, respectively .

Amortization expense for the three-month periods ended June 30, 2025 and 2026 was $ 9,859 and $ 10,463 , respectively.

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

Fiscal Year Estimated Future Amortization Expense

2027 (remaining) $ 31,760

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Reconciliation of Total Goodwill

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

2025 December 31,

Opening balance

$ 83,487 $ 383,146

The following table is a reconciliation of the carrying amount of goodwill as of March 31, 2026 and June 30, 2026 (in thousands):

Goodwill Carrying Amount

Balance at March 31, 2025

Businesses acquired

MiX Combination

FC Acquisition

Powerfleet Africa Sky 552

RTS Acquisition 5,637

Foreign currency translation difference 22,660

Closing balance

$ 383,146 $ 413,344

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

Balance at March 31, 2026

Foreign currency translation difference 9,067

Balance at June 30, 2026

For the three-month period ended June 30, 2026, the Company did not identify any indicators of impairment.

NOTE 11 - STOCK-BASED COMPENSATION

[A] Stock Options:

During the three- and nine-month periods ended December 31, 2025, the Company did not grant any market-based stock options.

The following table summarizes the activity relating to the Company’s market-based stock options for the nine-month period ended December 31, 2025:

During the three-month period ended June 30, 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 three-month period ended June 30, 2026:

(in thousands)

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Forfeited — — — —

Outstanding as of December 31, 2025

Outstanding as of June 30, 2026

5,090 14.09 5.68 $ 687

Vested as of December 31, 2025

During the three- and nine-month periods ended December 31, 2025, the Company did no t grant any options to purchase shares of common stock with time-based vesting conditions.

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the nine-month period ended December 31, 2025:

Exercisable as of June 30, 2026

During the three-month period ended June 30, 2026, the Company did no t grant any options to purchase shares of common stock with time-based vesting conditions.

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the three-month period ended June 30, 2026:

(in thousands)

6 unchanged sentences

Forfeited ( 182 ) 4.66 — —

Outstanding as of December 31, 2025

Outstanding as of June 30, 2026

1,625 4.49 5.50 $ 346

Vested as of December 31, 2025

Exercisable as of June 30, 2026

1,575 4.50 5.42 $ 346

The Company recorded stock-based compensation expense of $ 479 and $ 2,884 for the three- and nine-month periods ended December 31, 2024, respectively, and $ 288 and $ 1,142 for the three- and nine-month periods ended December 31, 2025, respectively, in connection with awards made under the stock option plans, including market-based and time-based options.

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

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

As of December 31, 2025, there was $ 383 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

The Company recorded stock-based compensation expense of $ 447 and $ 231 for the three-month periods ended June 30, 2025 and 2026, respectively, in connection with awards made under the stock option plans, including market-based and time-based options.

The fair value of options vested during the three-month periods ended June 30, 2025 and 2026 amounted to $ 100 and $ 67 , respectively.

There were no option exercises that occurred during the three-month periods ended June 30,2025 and 2026.

As of June 30, 2026, there was $ 123 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

That cost is expected to be recognized over a weighted-average period of 0.34 years.

As of December 31, 2025, there was $ 1,268 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

As of June 30, 2026, there was $ 853 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers.

That cost is expected to be recognized over a weighted-average period of 0.98 years.

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This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

[B] Restricted Stock Awards:

The Company grants restricted stock to employees, whereby the employees are contractually restricted from transferring the shares until they are vested.

The stock is unvested at the time of grant, and, upon vesting, there are no legal restrictions on the stock.

[B] Restricted Stock Awards, Restricted Stock Units and Performance Stock Units:

The Company has granted from time to time restricted stock, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to employees 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 stock awards are unvested at the time of grant, and, upon vesting, there are no legal restrictions on the stock.

Some participants have the option to have their shares withheld for their taxes upon vesting.

1 unchanged sentence

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

During the nine-month period ended December 31, 2025, the Company granted 373 restricted shares of common stock to the Company’s senior management team, which vest in equal installments over a three-year period, provided that they remain employed by the Company on each scheduled vesting date.

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

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

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

During the nine-month period ended December 31, 2025, the Company granted 1,475 restricted shares of common stock to the Company’s executive officers and senior management team, which vest in full if specified performance targets are achieved and

provided that they remain employed by the Company on the scheduled vesting date.

During the three-month period ended March 31, 2026, the Company granted 1,335 RSUs 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 three-month period ended June 30, 2025, the Company granted 1,475 restricted shares of common stock to the Company’s executive officers and senior management team, which vest in full if specified performance targets are achieved and provided that they remain employed by the Company on the scheduled vesting date.

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

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

Time-Based Restricted Shares

Market-Based Restricted Shares

Performance-Based Restricted Shares

During the three-month period ended March 31, 2026, the Company granted 2,671 PSUs 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, RSUs and PSUs for the three-month period ended June 30, 2026 is as follows:

Time-Based Awards

Market-Based Awards Performance-Based Awards

Unvested Shares

16 unchanged sentences

Forfeited or expired — — — — — —

Unvested, December 31, 2025

Unvested, June 30, 2026

1,984 4.23 834 5.35 3,993 3.62

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

As of December 31, 2025, there was $ 6,540 of total unrecognized compensation cost related to unvested shares.

The Company recorded stock-based compensation expenses of $ 820 and $ 2,503 for the three-month periods ended June 30, 2025 and 2026, respectively, in connection with restricted stock, RSU and PSU grants.

As of June 30, 2026, there was $ 13,496 of total unrecognized compensation cost related to unvested shares, RSUs and PSUs.

[C] Stock Appreciation Rights:

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

The following table summarizes the activity relating to the Company’s stock appreciation rights (“SARs”) for the three-month period ended June 30, 2026:

Number of SARs

5 unchanged sentences

Forfeited 0 —

Outstanding as of December 31, 2025

Outstanding as of June 30, 2026

2,057 2.34 2.26

Vested as of December 31, 2025

Exercisable as of June 30, 2026

971 2.42 2.06 $ 1,367

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

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

The total stock-based compensation expense recognized during the three-month periods ended June 30, 2025 and 2026 was $ 361 and $ 325 , respectively.

As of June 30, 2026, there was $ 5,788 of unrecognized compensation cost related to unvested SARs.

This amount is expected to be recognized over a weighted-average period of 1.55 years.

8 unchanged sentences

Fair value of warrants granted during the quarter

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

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

The total stock-based compensation expense recognized during the three-month period ended June 30, 2025 and 2026 was $ 226 and $ 14 , respectively.

As of June 30, 2026, there was $ 6 of unrecognized compensation expense related to unvested warrants.

This amount is expected to be recognized over a weighted-average period of 0.25 years.

NOTE 12 - NET LOSS PER SHARE

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

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

2024 2025 2024 2025

Net loss per share for the three-month periods ended June 30, 2025 and 2026 are as follows (in thousands, except per share data):

Three Months Ended June 30,

Basic and diluted loss per share

7 unchanged sentences

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

2025 December 31,

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

2026 June 30,

Short-term bank debt $ 44,072 $ 42,410

1 unchanged sentence

Long-term debt - less current maturities $ 229,669 $ 229,300

Short-Term Bank Debt

As of December 31, 2025, short-term debt comprised $ 40,196 of borrowing facilities and $ 8 of book overdrafts .

On March 7, 2024, as part of the MiX Combination, Powerfleet, together with certain of its wholly owned subsidiaries, entered into a Facilities Agreement (the “Facilities Agreement”) with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”).

Following the signing of the Facilities Agreement, MiX Telematics entered into a Facility Notice and General Terms and Conditions (the “Credit Agreement”) with RMB on March 14, 2024 for a 364-day committed general banking facility of R 350,000 (the equivalent of $ 21,040 as of December 31, 2025 ) (the “RMB General Facility”).

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

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, 2026, 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.

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

Hapoalim Debt

As of December 31, 2025, Powerfleet Israel Ltd.

(“Powerfleet Israel”) had utilized approximately $ 18,797 under the Hapoalim Revolving Facilities, which are described below .

As of June 30, 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 June 30, 2026, short-term bank debt consisted of $ 42,396 of borrowing facilities and $ 14 of book overdrafts.

Summary of Debt Facilities

Short-Term Debt

The following table summarizes the Company’s revolving credit facilities as of June 30, 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 $ 21,332 $ 18,067 $ 3,265 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 $ 10,971 $ — $ 10,971 South African rand overnight index average + 1.95 %

February 1, 2027 Current

Hapoalim Revolving Credit Facility C USD/NIS $ 10,000 $ 6,648 $ 3,352 USD-denominated:

SOFR + 2.15 %

NIS-denominated:

Hapoalim Prime + 2.5 %

February 27, 2027 Current

Hapoalim Revolving Credit Facility D USD $ 20,000 $ 12,681 $ 7,319 SOFR + 2.59 %

February 27, 2027 Current

$ 72,303 $ 42,396 $ 29,907

RMB General Facility

As part of the business combination with MiX Telematics in April 2024 (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 $ 21,332 at June 30, 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 due by April 2, 2026, unless extended by agreement between MiX Telematics and RMB.

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

Subsequent to June 30, 2026, the Company continued discussions with RMB regarding the establishment of a new general banking facility, which would extend and replace the RMB General 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.

RMB has not demanded, and has indicated that it does not intend to demand, repayment of the RMB General Facility.

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 applicable 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, 2026 and June 30, 2026 was 7.90 % and 7.94 %, 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,” respectively, and, collectively, the “Hapoalim Term Facilities”) and (ii) two revolving credit facilities to Pointer in an aggregate principal amount of $ 20,000 (composed of two revolvers in the aggregate principal amounts of $ 10,000 and $ 10,000 , respectively) (“Hapoalim Facility C” and “Hapoalim Facility D,” respectively, and, collectively, the “Hapoalim Revolving Facilities” and, together with the Hapoalim Term Facilities, the “Hapoalim Credit Facilities”).

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

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, which was subsequently extended to June 30, 2026.

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

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

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

Hapoalim’s prime rate at December 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, Secured Overnight Financing Rate (“SOFR ” ) + 2.15 %.

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

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 mature on 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 following table summarizes the Company’s loan facilities as of June 30, 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 $ 14,260 Hapoalim Prime ( 5.25 %) + 2.2 %

March 18, 2029 Non-current

Hapoalim Term Facility B ** NIS $ 10,000 $ 12,267 Hapoalim Prime ( 5.25 %) + 2.3 %

March 18, 2029 Non-current

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

March 31, 2028 Non-current

Facility B 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 $ 236,527

** 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 three-month periods ended June 30, 2025 and 2026, the Company recorded a cost of $ 15 and $ 15 , 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 $ 624 and $ 624 to interest expense on its condensed consolidated statements of operations for the three-month periods ended June 30, 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 December 31, 2025.

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

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 three-month period ended December 31, 2024, the Company recorded $ 22 of amortization of the original debt issuance costs and the refinancing fee paid to Hapoalim.

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

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

Company recorded charges of $ 592 and $ 1,838 to interest expense on its Consolidated Statement of Operations for the three- and nine-month periods ended December 31, 2024, respectively, and $ 595 and $ 1,827 for the three- and nine-month periods ended December 31, 2025, respectively, related to interest expense associated with the Hapoalim debt.

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

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

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

Systems, Inc (“I.D.

Systems”), Movingdots GmbH (“Movingdots”) and Powerfleet Inc.

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

Systems, and Movingdots.

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

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

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

As of June 30, 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.

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

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

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.

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

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 June 30, 2026:

Facility A Facility B

Credit spread volatility 33.52 % 26.89 %

Credit spread 3.48 % 3.57 %

Credit rating B B

Risk-free interest rate volatility 31 % 26 %

Risk-free rate 4.10 % 4.15 %

Treasury rate

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

Treasury rate was 4.84 % .

Credit rating B B

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

1 unchanged sentence

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

For the Prepayment Derivative asset in RMB Facility A, a change of -10% in credit spread volatility would result in a decrease in the derivative asset of $ 20 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 390 .

For the Prepayment Derivative asset in RMB Facility B, a change of -10% in credit spread volatility would result in a decrease in the derivative asset of $ 50 , while a change of +10% in credit spread volatility would also result in a decrease in the derivative asset of $ 170 .

The Prepayment Derivative assets are included in Other assets and their fair values were $ 850 and $ 1,880 for RMB Facility A and RMB Facility B, respectively, as of March 31, 2025 and, $ 1,780 and $ 3,004 for RMB Facility A and RMB Facility B, respectively, as of December 31, 2025.

For the Prepayment Derivative asset in RMB Term Facility A, a change of -10% in credit spread volatility would result in an increase in the derivative asset of $1, while a change of +10% in credit spread volatility would result in no change in the derivative asset.

For the Prepayment Derivative asset in RMB Term Facility B, a change of -10% in credit spread volatility would result in an increase in the derivative asset of $ 8 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 6 .

The Prepayment Derivative assets are included in Other assets and their fair values were $ 1,215 and $ 2,291 for RMB Term Facility A and RMB Term Facility B, respectively, as of March 31, 2026 and $ 1,640 and $ 2,785 for RMB Term Facility A and RMB Term Facility B, respectively, as of June 30, 2026.

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

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

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

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

RMB Term Facility

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

The Company drew down the full amount of the New RMB Term Facility on October 1, 2024, and used the proceeds to pay a portion of the purchase price of approximately $ 190,000 in connection with the FC Acquisition.

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

Systems, Movingdots and Powerfleet Canada Holdings Inc.

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.

The stated interest rate at December 31, 2025 was 9.20 %.

For the three-month periods ended June 30, 2025 and 2026, the Co mpany recorded $ 72 and $ 55 , respectively, of amortization of the original debt issuance costs and the refinancing fee to RMB.

For the three-month periods ended June 30, 2025 and 2026, the Company recorded interest expense of $ 1,920 and $ 1,920 , 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 June 30, 2026 was 8.70 %.

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

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

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

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

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

finance costs, which must exceed (i) 3.00 from September 30, 2025 through September 29, 2026 and (ii) 3.50 thereafter.

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

For the three-month periods ended June 30, 2025 and 2026, the Company recorded $ 58 and $ 64 , respectively, of amortization of these costs and $ 2,938 and $ 2,905 , 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 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 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 applicable Measurement Date (as defined in each of the RMB facilities agreements).

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

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

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

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

Scheduled contractual maturities of the long-term debt as of December 31, 2025 are as follows (in thousands):

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 June 30, 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 June 30, 2026 are as follows (in thousands):

Fiscal Year Contractual Maturities

2027 (remaining) $ —

4 unchanged sentences

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

2025 December 31,

2026 June 30,

Accrued warranty $ 959 $ 924

3 unchanged sentences

$ 37,699 $ 39,970

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

Nine Months Ended December 31,

The following table summarizes warranty activity for the three months ended June 30, 2025 and 2026 (in thousands):

Three Months Ended June 30,

Accrued warranty reserve, beginning of year $ 3,618 $ 2,202

2 unchanged sentences

Expiration of warranties

( 127 ) ( 1,055 )

Acquired through MiX Combination and FC Acquisition 845 —

Foreign currency translation difference 66 30

1 unchanged sentence

$ 3,507 $ 2,123

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

(1) Includes non-current accrued warranty included in other long-term liabilities at June 30, 2025 and 2026 of $ 2,134 and $ 1,199 , respectively.

NOTE 15 - RESTRUCTURING EXPENSES

2 unchanged sentences

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

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

For the nine-month periods ended December 31, 2024 and 2025, the Company recognized restructuring expenses of $ 1,566 and $ 3,218 , respectively, primarily consisting of employee termination costs.

For the three-month periods ended June 30, 2025 and 2026, the Company recognized restructuring expenses of $ 1,995 and $ 727 , respectively, primarily consisting of employee termination costs.

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

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

2025 December 31,

2026 June 30,

Opening balance

Assumed in business combination

$ 1,324 $ 1,207

Cash payments

3 unchanged sentences

$ 1,207 $ 1,158

As of December 31, 2025, the Company incurred expenses of $ 7,891 in connection with restructuring activities and expects to incur additional charges, primarily for severance, with most related cash outflows expected within the next 12 months.

From April 1, 2024 through June 30, 2026, the Company incurred expenses of $ 8,863 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 15 - STOCKHOLDERS’ EQUITY

Series A Preferred Stock

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 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.

The dividends were payable at the Company’s election, in kind, through the issuance of additional shares of Series A Preferred Stock, or in cash, provided no dividend payment failure had occurred and was continuing and that there had not previously occurred two or more dividend payment failures.

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

NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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

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

Foreign currency translation adjustment Accumulated other comprehensive (loss) income

NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE INCOME

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

The accumulated balances for each classification of other comprehensive income for the three-month period ended June 30, 2026 are as follows (in thousands):

Accumulated other comprehensive income

Balance at April 1, 2026

$ ( 8,850 ) $ ( 8,850 )

Current period change

50,346 50,346

Balance at December 31, 2025

$ 41,496 $ 41,496

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

Foreign currency translation adjustment Accumulated other comprehensive loss

Foreign currency translation adjustment 12,427

Balance at June 30, 2026

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

Accumulated other comprehensive (loss) income

Balance at April 1, 2025

$ ( 985 ) $ ( 985 )

Current period change

( 6,593 ) ( 6,593 )

Balance at December 31, 2024

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

Foreign currency translation adjustment 22,519

Balance at June 30, 2025

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

NOTE 17 - 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):

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

2024 2025 2024 2025

Three Months Ended June 30,

Total revenues $ 104,121 $ 110,793

6 unchanged sentences

Interest income 196 234

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

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

Interest expense ( 6,786 ) ( 6,983 )

Other expense ( 1,243 ) ( 405 )

Income tax expense ( 362 ) ( 1,373 )

Net loss before non-controlling interest ( 14,350 ) ( 3,364 ) ( 38,531 ) ( 17,886 )

Net loss ( 10,234 ) ( 8,257 )

Non-controlling interest — ( 183 )

Preferred stock dividend — — ( 25 ) —

Net loss attributable to common stockholders $ ( 10,234 ) $ ( 8,440 )

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

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

2024 2025 2024 2025

Three Months Ended June 30,

North America $ 37,425 $ 34,430

6 unchanged sentences

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

2025 December 31,

2026 June 30,

North America $ 16,409 $ 16,819

10 unchanged sentences

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

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

2024 2025 2024 2025

Domestic pre-tax book (loss) income

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

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

Three Months Ended June 30,

Domestic pre-tax book loss $ ( 10,345 ) $ ( 10,437 )

Foreign pre-tax book income 473 3,553

Total loss before income taxes ( 9,872 ) ( 6,884 )

4 unchanged sentences

Effective tax rate ( 3.67 ) % ( 19.94 ) %

For the three- and nine-month periods ended December 31, 2024 and 2025, the effective tax rate differed from the statutory tax rates primarily due to the mix of domestic and foreign earnings amongst taxable jurisdictions, recorded valuation allowances to fully reserve against deferred tax assets in jurisdictions, and certain discrete items.

For the three-month periods ended June 30, 2025 and 2026, the effective tax rate differed from the statutory tax rates primarily due to the mix of domestic and foreign earnings amongst taxable jurisdictions, recorded valuation allowances to fully reserve against deferred tax assets in jurisdictions, and certain discrete items.

NOTE 19 - LEASES

2 unchanged sentences

The Company’s leases have remaining lease terms ranging from approximately 1 to 9 years.

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.

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.

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

7 unchanged sentences

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

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

2024 2025 2024 2025

Three Months Ended June 30,

Short-term lease cost $ 419 $ 326

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

Nine Months Ended December 31,

Three Months Ended June 30,

Non-cash activity:

Right-of-use assets obtained in exchange for lease obligations $ 200 $ 855

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

$ ( 952 ) $ —

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

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

2 unchanged sentences

(1) Including expected renewals where appropriate.

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

January 2026 - March 2026 $ 2,266

Scheduled maturities of operating lease liabilities outstanding as of June 30, 2026 are as follows (in thousands):

July 2026 - March 2027 $ 4,286

Thereafter 4,437

5 unchanged sentences

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

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

The fair value of the Company’s debt is based on observable relevant market information and future cash flows discounted at current rates, which are Level 2 measurements.

The Prepayment Derivative within the RMB Facilities is classified as a Level 3 in the fair value hierarchy due to the use of at least one significant unobservable input which is the credit spread volatility (see Note 12).

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

As of December 31, 2025

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

There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3, of the fair value hierarchy during the year ended March 31, 2026 and the three months ended June 30, 2026.

As of June 30, 2026

Carrying Amount Total Fair Value

Loans to external parties $ 215 $ 215 $ — $ — $ 215

Debt $ 278,392 $ 282,435 $ — $ 282,435 $ —

2 unchanged sentences

Carrying Amount Total Fair Value

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

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

1 unchanged sentence

NOTE 21 - CONCENTRATION OF CUSTOMERS

For the three- and nine-month periods ended December 31, 2024 and 2025, there were no customers that generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable.

For the three-month periods ended June 30, 2025 and 2026, there were no customers that generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable.

NOTE 22 - COMMITMENTS AND CONTINGENCIES

2 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 the services provided by Pointer Brazil should be classified as “telecommunication services” and therefore Pointer Brazil should be subject

to the state value-added tax.

The aggregate amount claimed to be owed under the notice was approximately $ 5,493 as of December 31, 2025.

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

The remaining claim after this administrative decision is $ 197 .

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

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

For this reason, the Company has not made 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 and December 31, 2025 was $ 609 and $ 465 , respectively.

The maximum potential liability under the arrangement as of March 31, 2026 and June 30, 2026 was $ 386 and $ 330 , respectively.

No loss is consider ed probable under this arrangement.

NOTE 23 - RECENT ACCOUNTING PRONOUNCEMENTS

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

2023-09, “Income Taxes (Topic 740):

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.

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

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

19 unchanged sentences

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

NOTE 24 - SUBSEQUENT EVENTS

2026 RMB Facilities

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

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

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

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

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

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

Systems, Canadian SPV and MS2000.

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

The New RMB Facilities will mature one year from closing.

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

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

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

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

Macrocomm Transaction

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

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

The transaction closed on February 4, 2026.

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

Effective April 1, 2026, the Company adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

The standard provides an optional practical expedient that permits entities to estimate expected credit losses for eligible current accounts receivable and current contract assets by assuming that conditions existing as of the reporting date remain unchanged throughout the remaining expected life of those assets.

The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements or related disclosures and has been applied prospectively in accordance with the transition provisions of the standard.

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

What changed 10-Q

Item 1. Financial Statements