Form 8-K

8-K — Powerfleet, Inc.

Accession: 0001493152-26-028593

Filed: 2026-06-15

Period: 2026-06-15

CIK: 0001774170

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 15, 2026

POWERFLEET,

INC.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-39080

83-4366463

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

123

Tice Boulevard, Woodcliff Lake, New Jersey

07677

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s

telephone number, including area code (201) 996-9000

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$0.01 per share

AIOT

The Nasdaq Global Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

June 15, 2026, Powerfleet, Inc. (the “Company”) issued a press release regarding financial results for the fourth quarter

and fiscal year ended March 31, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item

7.01. Regulation FD Disclosure.

previously announced, the Company will hold a conference call on June 15, 2026 at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to

discuss the financial results for the fourth quarter and fiscal year ended March 31, 2026 and provide a business update. The slide presentation

that will accompany the conference call is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The

information in this report is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K. In accordance with General Instruction B.2.

of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it

be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth

by specific reference in such a filing.

Cautionary

Note Regarding Forward-Looking Statements

This

report, including Exhibits 99.1 and 99.2, contains forward-looking statements within the meaning of federal securities laws. The Company’s

actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking

statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,”

“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”

“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”

“continue,” and similar expressions. These forward-looking statements include, without limitation, the Company’s expectations

with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance,

as well as the Company’s financial outlook and guidance for fiscal 2027 and the anticipated financial impacts of recent business

combinations and acquisitions. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors,

which may cause their actual results, performance or achievements to be materially different from the future results, performance or

achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements

that could be forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict.

The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the possibility that the Company

may not fully realize the anticipated benefits of its acquisitions and ongoing business transformation initiatives; (ii) significant

losses, accumulated deficits and an inability to achieve or sustain profitability; (iii) future global economic, political and business

conditions, including inflation, interest rate increases, foreign exchange instability, geopolitical conflicts, sanctions, export controls

and the potential imposition of tariffs; (iv) the commercial, financial, reputational and regulatory risks to the Company’s business

associated with operating across multiple geographies, including exposure to foreign exchange fluctuations and economic instability in

certain emerging markets; (v) disruptions in the Company’s global supply chain, performance issues or failures by subcontractors,

and reliance on a limited number of suppliers for critical components and services; (vi) the loss of any of the Company’s key customers,

reductions in customer demand or purchasing levels, and reliance on third-party channel partner relationships, including telecommunication

companies and regional distributors; (vii) changes in technology, products and customer expectations, which may be more rapid, costly

or difficult to address, or less effective, than anticipated; (viii) risks associated with the deployment and use of artificial intelligence

and machine learning technologies, including operational, legal, regulatory and reputational risks arising from their development, use

or outputs; (ix) potential breaches, disruptions or failures of the Company’s information technology systems, including risks that

could impair operations, customer access to services, or vendor and customer relationships; (x) our inability to adequately protect the

Company’s intellectual property rights or defend against third-party intellectual property claims; (xi) the Company’s ability

to obtain additional capital to fund its operations; and (xii) such other factors as are set forth in the periodic reports filed by the

Company with the Securities and Exchange Commission (“SEC”), including but not limited to those described under the heading

“Risk Factors” in its annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC

from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties

materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated

by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

The

forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable

securities law, the Company assumes no obligation, nor does the Company intend to publicly update or revise any forward-looking statements

to reflect subsequent events or circumstances.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press release, dated June 15, 2026.

99.2

Slide presentation, dated June

15, 2026.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

POWERFLEET, INC.

By:

/s/

David Wilson

Name:

David Wilson

Title:

Chief Financial Officer

Date:

June 15, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Powerfleet

Reports Results for Fourth Quarter and Full-Year Fiscal 2026

● Revenue

of $114.5 million for the fourth quarter, increased 11% year-over-year, driven by services

revenue of $92.9 million, up 14%

● Fourth

quarter income from operations improved to $11.0 million from a $7.0 million loss in the

prior-year quarter, while net loss improved 78% to $2.7 million

● Adjusted

EBITDA of $26.4 million for the fourth quarter, up 42% year-over-year, with a margin of 23%

● Signed

a landmark South African National Treasury five-year agreement anticipated to deliver $100

million to $120 million in total contract value

WOODCLIFF

LAKE, N.J., June 15, 2026 /PRNewswire/ — Powerfleet, Inc. (“Powerfleet” or the “Company”) (Nasdaq:

AIOT), a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry, today reported

its financial results for the fourth quarter and fiscal year ended March 31, 2026.

“Fiscal

2026 was a defining year for the business. We delivered on our objectives to accelerate growth, compound profitability, and establish

a consistent, growing cash flow profile—driving 14% growth in high margin services revenue in the fourth quarter of fiscal 2026,

increasing adjusted EBITDA by 42% in the same period, and generating positive free cash flow in the second half of the year,” said

Powerfleet CEO Steve Towe. “We are entering fiscal 2027 as a stronger, more focused company with clear visibility into the next

phase of our growth. With second-half fiscal 2026 free cash flow improving by $17.8 million, we expect to generate more than $30 million

of free cash flow in fiscal 2027, with continued expansion expected in fiscal 2028 as revenue growth, margin improvement, and organic

operating leverage compounds.”

Results

for Fourth Quarter Fiscal 2026 Compared to Fourth Quarter Fiscal 2025

● Revenue

increased 11% to $114.5 million

● Services

revenue increased 14% to $92.9 million

● Gross

margin increased to 56.5% from 52.8% in the prior-year quarter

● Net

loss improved 78% to $2.7 million, and loss per share improved by 7 cents to $(0.02) from

$(0.09) in the prior-year quarter

Non-GAAP

Results for Fourth Quarter Fiscal 2026 Compared to Fourth Quarter Fiscal 2025

● Adjusted

EBITDA increased 42% to $26.4 million, with margins expanding by 5% to 23%

● Adjusted

net income increased 102% to $5.6 million and, on a per share basis, doubled to $0.04 per

Results

for Fiscal 2026 Compared to Fiscal 2025

● Revenue

increased 22% to $443.8 million, at the top of the guidance range

● Services

revenue increased 30% to $359.8 million

● Gross

margin increased 180 basis points to 55.5%

● Net

loss improved 60% to $20.6 million, or $(0.15) per share, compared to $(0.43)

● Operating

cash flow increased to $30.5 million from $(3.3) million in fiscal 2025, while continuing

to invest in growth through capitalized software development costs of $18.5 million and capital

expenditures of $21.6 million.

● Total

outstanding debt was $280.0 million and cash, cash equivalents, and restricted cash was $40.8

million

Non-GAAP

Results for Fiscal 2026 Compared to Fiscal 2025

● Adjusted

EBITDA increased 44% to $97.0 million, with margin expanding to 22%

● Adjusted

net income increased 118% to $11.3 million and, on a per share basis, doubled to $0.08

● Free

cash flow improved $17.8 million in the second half of fiscal 2026, from a use of cash of

$13.7 million in the first half to cash generation of $4.1 million in the second half.

● Total

debt, net of cash, cash equivalents, and restricted cash, was $239.2 million. Adjusted net

debt to trailing 12-month adjusted EBITDA was 2.47x, representing nearly one turn of improvement

from the prior year.

Discussion

of Fourth Quarter Results

Revenue

for the quarter totaled $114.5 million, an 11% increase from $103.6 million in the fourth quarter of fiscal 2025, driven primarily by

14% growth in high-margin services revenue, which represented more than 81% of total revenue. Gross profit was $64.7 million, and gross

margin expanded 370 basis points to 56.5% from 52.8% in the prior-year quarter, reflecting the increasing mix of higher-margin services

revenue and improving services gross margins.

Income

from operations was $11.0 million, an approximately 10% operating margin, compared with an operating loss of $7.0 million in the prior-year

quarter. GAAP net loss improved to $2.7 million, or $(0.02) per basic share, from a net loss of $12.4 million, or $(0.09) per basic share,

in the prior-year quarter.

Adjusted

EBITDA, a non-GAAP measure, was $26.4 million in the fourth quarter, a 42% increase from $18.7 million in the prior-year quarter, with

adjusted EBITDA margin expanding to 23.1% from 18.0%. The improvement reflects the increasing contribution of high-margin services revenue,

realized cost synergies, and disciplined operating expense management. A reconciliation of adjusted EBITDA to GAAP net loss, the most

directly comparable GAAP measure, is provided in the tables below.

Balance

Sheet and Capital Resources

of March 31, 2026, the Company’s total available liquidity was $63.6 million, comprising cash and cash equivalents of $36.5 million,

and available borrowing capacity of $27.1 million under the Company’s existing revolving credit facilities. Total outstanding debt

was $280.0 million, and net debt (net of cash, cash equivalents, and restricted cash) was $239.2 million. Net debt to trailing 12-month

adjusted EBITDA ratio was 2.47x, an improvement from 3.39x as of March 31, 2025.

Business

Highlights

● Secured

the three largest individual contracts in the Company’s history, including individual

$10 million+ TCV contracts with a top three global food & beverage and a global manufacturing

enterprise.

● Signed

a landmark agreement with the South African National Treasury to deploy Unity safety solutions,

with an anticipated total contract value of $100 million to $120 million over a minimum five-year

term and with revenue expected to ramp over the next 18 months.

● Grew

high-quality strategic revenue segments, led by enterprise-grade Unity safety solutions for

onsite and AI video on-road applications, with the onsite segment growing 39% in the fourth

quarter driven by strong North America sales execution and serving as a key land-and-expand

entry point into enterprise mobile operations.

● Delivered

on the adjusted EBITDA expansion cost synergy targets related to business combinations and

acquisitions, achieving more than $18 million of annual savings in fiscal 2026 and exiting

the year with total realized synergy savings of $34 million over the past two years.

● Scaled

the Unity platform to nearly three million subscribers across 50,000 customers, supported

by a differentiated distribution network of more than 350 partners, including AT&T, TELUS,

MTN, Telstra, and Accenture, reinforcing the Company’s competitive moat.

Financial

Outlook

The

Company’s outlook reflects increased momentum exiting the fourth quarter of fiscal 2026 and implies continued double-digit revenue

growth at the midpoint of the guidance range, along with further Adjusted EBITDA margin expansion.

Revenue

guidance is supported by a larger, higher-quality pipeline and performance is expected to build sequentially throughout fiscal 2027.

This progression is expected to be driven by improved pipeline conversion from increased go-to-market investment and the commencement

of the South African National Treasury contract in the second quarter. Revenue and margin contribution from the South Africa deployment

are expected to accelerate through year-end. Adjusted EBITDA growth is expected to compound further and outpace revenue growth, reflecting

the organic operating leverage in the business. This growth is expected to be driven by a higher mix of services revenue, continued cost

discipline, and the benefits of ongoing productivity and cost optimization initiatives. The Company has realized more than $34 million

in cost synergies over the past two years and expects to continue investing in centralization, simplification, automation, and AI initiatives

during the first half of fiscal 2027. These initiatives require upfront investment in the first half and are expected to yield meaningful

savings beginning in the second half. Together with the ramp of the South Africa deployment, these dynamics are expected to drive sequential

margin improvement in each quarter of fiscal 2027.

The

Company provided guidance for fiscal year 2027 for the following metrics:

● Revenue

is expected to range from $485 million to $490 million, representing growth of approximately 10% year-over-year at the midpoint of the

range. Services revenue is expected to exceed $400 million.

●

Net income is expected to range from $4 million to $8 million, with weighted-average fully diluted shares outstanding of 136 million.

●

Adjusted EBITDA is expected to range from $122 million to $125 million, representing growth of approximately 27% year-over-year at the

midpoint of the range, with a margin of approximately 25% at the midpoints of the revenue and Adjusted EBITDA guidance ranges.

●

Free cash flow is expected to range from $30 million to $35 million.

Powerfleet

provides guidance for adjusted EBITDA and free cash flow, which are non-GAAP financial measures. Powerfleet does not provide guidance

for the most directly comparable GAAP financial measures or a reconciliation of each of these forward-looking non-GAAP financial measures

to the most directly comparable GAAP financial measure because it is unable to predict, without unreasonable effort, the timing or amount

of certain items that are included in the applicable GAAP financial measure but excluded from adjusted EBITDA and/or free cash flow.

These items may include, among others, stock-based compensation, acquisition-related expenses, fair-value adjustments, restructuring

charges and other non-recurring items. The variability of these items could have a significant impact on Powerfleet’s future GAAP

financial results, and therefore, Powerfleet is unable to provide a reconciliation at this time.

INVESTOR

CONFERENCE CALL AND BUSINESS UPDATE

Powerfleet

management will hold a conference call on Monday, June 15, 2026, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results

for the fourth quarter and fiscal year 2026 ended March 31, 2026, and provide a business update.

Date:

Monday, June 15, 2026

Time:

8:30 a.m. Eastern time (5:30 a.m. Pacific time)

Toll

Free: 888-506-0062

International:

973-528-0011

Participant

Access Code: 931158

The

conference call will be broadcast simultaneously and available for replay here. Additionally, both the webcast and accompanying

slide presentation will be available via the investor section of Powerfleet’s website at ir.powerfleet.com.

USE

OF NON-GAAP FINANCIAL MEASURES

Management

evaluates the financial performance of our business on a variety of key indicators, including non-GAAP measures of adjusted EBITDA, adjusted

EBITDA margin, adjusted EBITDA gross margin, adjusted net income per share, adjusted EBITDA leverage ratio, free cash flow, net debt

and adjusted net debt. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting

standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors’

overall understanding of Powerfleet’s current financial performance. Specifically, Powerfleet believes the non-GAAP measures provide

useful information to both management and investors by excluding certain expenses, gains and losses and fluctuations in currency rates

that may not be indicative of its core operating results and business outlook. These non-GAAP measures are not measures of financial

performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to total revenues, net income, net income

margin, gross margin, net income per share, net cash provided by operating activities or total debt as an indicator of operating performance

or liquidity. Because Powerfleet’s method for calculating the non-GAAP measures may differ from other companies’ methods,

the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. A reconciliation of all non-GAAP

financial measures included in this press release to the most directly comparable GAAP financial measures is provided in Annex A titled

“Non-GAAP Financial Measures,” including a description of these non-GAAP financial measures and the reasons why management

uses these measures.

ABOUT

POWERFLEET

Powerfleet

(Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset

industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration

of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s ethos

transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and

sustained business improvement. The Company is headquartered in New Jersey, United States, with offices around the globe. Explore more

at www.powerfleet.com. Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board

of the Johannesburg Stock Exchange (JSE).

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This

press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s actual results may

differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as

predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,”

“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”

“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”

“continue,” and similar expressions.

These

forward-looking statements include, without limitation, our expectations with respect to our beliefs, plans, goals, objectives, expectations,

anticipations, assumptions, estimates, intentions and future performance, as well as including our financial outlook and guidance for

fiscal 2027 and the anticipated financial impacts of recent business combinations and acquisitions. Forward-looking statements involve

significant known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements

to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors

are outside our control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to,

risks related to: (i) the possibility that we may not fully realize the anticipated benefits of our acquisitions and ongoing business

transformation initiatives; (ii) significant losses, accumulated deficits and an inability to achieve or sustain profitability; (iii)

future global economic, political and business conditions, including inflation, interest rate increases, foreign exchange instability,

geopolitical conflicts, sanctions, export controls and the potential imposition of tariffs; (iv) the commercial, financial, reputational

and regulatory risks to our business associated with operating across multiple geographies, including exposure to foreign exchange fluctuations

and economic instability in certain emerging markets; (v) disruptions in our global supply chain, performance issues or failures by subcontractors,

and reliance on a limited number of suppliers for critical components and services; (vi) the loss of any of our key customers, reductions

in customer demand or purchasing levels, and reliance on third-party channel partner relationships, including telecommunication companies

and regional distributors; (vii) changes in technology, products and customer expectations, which may be more rapid, costly or difficult

to address, or less effective, than anticipated; (viii) risks associated with the deployment and use of artificial intelligence and machine

learning technologies, including operational, legal, regulatory and reputational risks arising from their development, use or outputs;

(ix) potential breaches, disruptions or failures of our information technology systems, including risks that could impair operations,

customer access to services, or vendor and customer relationships; (x) our inability to adequately protect our intellectual property

rights or defend against third-party intellectual property claims; (xi) our ability to obtain additional capital to fund our operations;

and (xii) such other factors as are set forth in the periodic reports filed by us with the Securities and Exchange Commission (SEC),

including but not limited to those described under the heading “Risk Factors” in our annual reports on Form 10-K, quarterly

reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results

may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of

these forward-looking statements.

The

forward-looking statements included in this press release are made only as of the date of this press release, and except as otherwise

required by applicable securities law, we assume no obligation, nor do we intend to publicly update or revise any forward-looking statements

to reflect subsequent events or circumstances.

Powerfleet

Investor Contacts

Carolyn

Capaccio and Jody Burfening

Alliance

Advisors IR

AIOTIRTeam@allianceadvisors.com

Powerfleet

Media Contact

Jonathan

Bates

jonathan.bates@powerfleet.com

+44

121 717-5360

POWERFLEET,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In

thousands, except per share data)

Three Months Ended

March 31,

Year Ended

March 31,

2025

2026

2025

2026

Revenues:

Products

$ 21,866

$ 21,546

$ 85,584

$ 83,975

Services

81,772

92,944

276,931

359,802

Total revenues

103,638

114,490

362,515

443,777

Cost of revenues:

Cost of products

18,152

15,295

61,961

59,153

Cost of services

30,723

34,531

106,017

138,202

Total cost of revenues

48,875

49,826

167,978

197,355

Gross profit

54,763

64,664

194,537

246,422

Operating expenses:

Selling, general and administrative expenses

56,839

48,903

204,361

208,487

Research and development expenses

4,904

4,736

16,061

18,359

Total operating expenses

61,743

53,639

220,422

226,846

(Loss) income from operations

(6,980 )

11,025

(25,885 )

19,576

Interest income

211

926

780

Interest expense

(5,655 )

(6,919 )

(20,330 )

(27,526 )

Other expense, net

(202 )

(2,311 )

(1,163 )

(4,086 )

Net (loss) income before income taxes

(12,742 )

2,006

(46,452 )

(11,256 )

Income tax benefit (expense)

304

(4,064 )

(4,517 )

(8,688 )

Net loss before non-controlling interest

(12,438 )

(2,058 )

(50,969 )

(19,944 )

Non-controlling interest

(1 )

(608 )

(18 )

(608 )

Net loss

(12,439 )

(2,666 )

(50,987 )

(20,552 )

Preferred stock dividend

—

(25 )

—

Net loss attributable to common stockholders

$ (12,439 )

$ (2,666 )

$ (51,012 )

$ (20,552 )

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

$ (0.09 )

$ (0.02 )

$ (0.43 )

$ (0.15 )

Weighted-average common shares outstanding - basic and diluted

132,793

134,153

119,877

133,761

POWERFLEET,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

thousands, except per share data)

March 31, 2025

March 31, 2026

ASSETS

Current assets:

Cash and cash equivalents

$ 44,392

$ 36,496

Restricted cash

4,396

4,322

Accounts receivables, net

78,623

93,820

Inventory, net

18,350

22,448

Prepaid expenses and other current assets

23,319

22,094

Total current assets

169,080

179,180

Fixed assets, net

58,011

62,398

Goodwill

383,146

411,995

Intangible assets, net

258,582

255,518

Right-of-use asset

12,339

15,893

Severance payable fund

3,796

4,445

Deferred tax asset

3,934

4,537

Other assets

21,183

21,599

Total assets

$ 910,071

$ 955,565

LIABILITIES

Current liabilities:

Short-term bank debt and current maturities of long-term debt

$ 41,632

$ 50,355

Accounts payable

41,599

46,353

Accrued expenses and other current liabilities

45,327

37,699

Deferred revenue - current

17,375

20,159

Lease liability - current

5,076

3,386

Total current liabilities

151,009

157,952

Long-term debt - less current maturities

232,160

229,669

Deferred revenue - less current portion

5,197

4,005

Lease liability - less current portion

8,191

13,505

Accrued severance payable

6,039

5,666

Deferred tax liability

57,712

60,063

Other long-term liabilities

3,021

3,090

Total liabilities

463,329

473,950

REDEEMABLE NON-CONTROLLING INTERESTS

Redeemable non-controlling interests

—

6,009

STOCKHOLDERS’ EQUITY

Preferred stock

—

Common stock

1,343

Additional paid-in capital

671,400

682,344

Accumulated deficit

(205,783 )

(226,335 )

Accumulated other comprehensive (loss) income

(8,850 )

29,660

Treasury stock

(11,518 )

Total stockholders’ equity

446,592

475,494

Non-controlling interest

150

112

Total equity

446,742

475,606

Total liabilities, redeemable interests and stockholders’ equity

$ 910,071

$ 955,565

POWERFLEET,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In

thousands)

Year Ended March 31,

2025

2026

Cash flows from operating activities

Net loss

$ (50,987 )

$ (20,552 )

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

Non-controlling interest

608

Inventory reserve

4,480

2,339

Stock-based compensation expense

9,362

7,541

Depreciation and amortization

47,494

60,280

Right-of-use assets, non-cash lease expense

5,007

4,056

Derivative mark-to-market adjustment

(504 )

(775 )

Bad debts expense

9,418

10,988

Deferred income taxes

(4,872 )

(1,737 )

Shares issued for transaction bonuses

889

—

Lease termination and modification losses

295

(233 )

Other non-cash items

1,061

(2,159 )

Changes in operating assets and liabilities:

Accounts receivables

(14,048 )

(21,232 )

Inventories

5,729

(4,464 )

Prepaid expenses and other current assets

5,474

2,201

Deferred costs

(8,437 )

(8,545 )

Deferred revenue

1,748

1,623

Accounts payable, accrued expenses and other current liabilities

(12,162 )

5,228

Lease liabilities

(4,558 )

(3,685 )

Accrued severance payable, net

1,248

(1,021 )

Net cash (used in) provided by operating activities

(3,345 )

30,461

Cash flows from investing activities:

Acquisition, net of cash assumed

(137,112 )

Proceeds from sale of fixed assets

140

Capitalized software development costs

(13,782 )

(18,532 )

Capital expenditures

(20,008 )

(21,618 )

Repayment of loan advanced to external parties

294

207

Net cash used in investing activities

(170,596 )

(39,748 )

Cash flows from financing activities:

Repayment of long-term debt

(2,642 )

(5,604 )

Short-term bank debt, net

19,551

5,716

Purchase of treasury stock upon vesting of restricted stock

(2,836 )

—

Payment of preferred stock dividend and redemption of preferred stock

(90,298 )

—

Proceeds from private placement, net

66,459

—

Proceeds from long-term debt

125,000

—

Payment of long-term debt costs

(1,410 )

—

Proceeds from exercise of stock options, net

1,898

Net cash provided by financing activities

115,722

151

Effect of foreign exchange rate changes on cash and cash equivalents

(2,657 )

1,166

Net decrease in cash and cash equivalents, and restricted cash

(60,876 )

(7,970 )

Cash and cash equivalents, and restricted cash at beginning of the period

109,664

48,788

Cash and cash equivalents, and restricted cash at end of the period

$ 48,788

$ 40,818

Reconciliation of cash, cash equivalents, and restricted cash, beginning of the period

Cash and cash equivalents

24,354

44,392

Restricted cash

85,310

4,396

Cash, cash equivalents, and restricted cash, beginning of the period

$ 109,664

$ 48,788

Reconciliation of cash, cash equivalents, and restricted cash, end of the period

Cash and cash equivalents

44,392

36,496

Restricted cash

4,396

4,322

Cash, cash equivalents, and restricted cash, end of the period

$ 48,788

$ 40,818

Supplemental disclosure of cash flow information:

Cash paid for:

Taxes

$ 4,283

$ 7,250

Interest

$ 15,335

$ 24,490

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 Fleet Complete acquisition

$ 21,343

$ —

Issuance of redeemable non-controlling interest

$ —

$ 8,765

Rebalancing of ownership percentage between parent and subsidiaries

$ —

$ (3,364 )

Annex

A: Non-GAAP Financial Measures

order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate

the business and for financial planning purposes, we present non-GAAP measures of organic revenue growth, adjusted EBITDA, adjusted EBITDA

margin, adjusted net income per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross profit margin, adjusted EBITDA

services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating expenses, free cash flow,

net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio as supplemental measures of our operating performance.

We believe they provide useful information to our investors as they eliminate the impact of certain items that we do not consider indicative

of our cash operations and ongoing operating performance. In addition, we use them as an integral part of our internal reporting to measure

the performance and operating strength of our business.

believe organic revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted net income per share, adjusted EBITDA gross profit

margin, adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative

expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA

ratio, are relevant and provide useful information frequently used by securities analysts, investors and other interested parties in

their evaluation of the operating performance of companies similar to ours and are indicators of the operational strength of our business.

Organic

revenue growth represents the year-over-year percentage change in revenue, excluding the impact of acquisitions. We believe organic revenue

growth provides insight into the underlying performance of the Company’s existing operations by removing the effects of changes

in the scope of consolidation. Adjusted EBITDA is equal to net loss attributable to common stockholders, excluding non-controlling interest,

preferred stock dividend, interest expense (net), other expense (net), income tax benefit/expense, depreciation and amortization, stock-based

compensation, foreign currency losses, restructuring-related expenses, derivative mark-to-market adjustment, acquisition-related expenses

and integration-related expenses. Following a detailed review of relevant SEC guidance on disclosure of non-GAAP financial measures,

we refined our definition of adjusted EBITDA by removing recognition of pre-October 1, 2024 contract assets (Fleet Complete). Comparative

information has been adjusted to conform with the updated presentation. We believe adjusted EBITDA eliminates the uneven effect of considerable

amounts of non-cash depreciation and amortization, stock-based compensation and other items that might otherwise make comparisons of

our ongoing business with prior periods more difficult and obscure trends in ongoing operations. We define adjusted EBITDA margin as

adjusted EBITDA as a percentage of revenue. Adjusted net income is equal to net loss excluding incremental intangible assets amortization

expense as a result of business combinations, stock-based compensation (non-recurring/accelerated cost), foreign currency losses, restructuring-related

expenses, derivative mark-to-market adjustment, acquisition-related expenses, integration-related expenses and inventory rationalization

and other, net of tax. We define adjusted net income per share as adjusted net income divided by the weighted-average number of shares

outstanding during the period. We believe adjusted net income provides additional means of evaluating period-over-period operating performance

by eliminating certain non-cash expenses and other items that might otherwise make comparisons of our ongoing business with prior periods

more difficult and obscure trends in ongoing operations. We define adjusted EBITDA gross profit as gross profit excluding inventory rationalization

and other and depreciation and amortization, and adjusted EBITDA gross profit margin as adjusted EBITDA gross profit as a percentage

of revenues. Our adjusted EBITDA gross profit is a measure used by management in evaluating the business’s current operating performance

by excluding the impact of prior historical costs of assets that are expensed systematically and allocated over the estimated useful

lives of the assets, which may not be indicative of the current operating activity. We define non-GAAP selling, general and administrative

expense ratios as selling, general and administrative expenses adjusted for restructuring-related expenses, acquisition-related expenses,

integration-related expenses, depreciation and amortization, and stock-based compensation, and expressed as a percentage of total revenues.

We define adjusted operating expenses as total operating expenses adjusted for acquisition-related expenses, integration-related expenses,

stock-based compensation (non-recurring/accelerated cost) and restructuring-related expenses. We present non-GAAP selling, general and

administrative expense ratios and adjusted operating expenses to provide a clearer view of our operating cost structure by excluding

items that are not directly tied to ongoing business operations. Free cash flow is equal to net cash provided by operating activities,

excluding proceeds from the sale of fixed assets, capitalized software development costs and capital expenditures. We present free cash

flow because we believe it provides useful information to investors and others in understanding and evaluating the Company’s cash

flows by providing detail of the amount of cash the Company generates or utilizes after accounting for all capital expenditures as well

as costs that do not relate to our core business operations. We define adjusted net debt as total debt less cash, cash equivalents, and

restricted cash, resulting in net debt less unsettled transaction costs. Adjusted net debt to adjusted EBITDA ratio is calculated as

adjusted net debt divided by adjusted EBITDA for the trailing 12-month period. We present adjusted net debt and adjusted net debt to

adjusted EBITDA ratio to help investors and others better understand our true leverage position and financial flexibility. Unsettled

transaction costs – often related to acquisitions, integrations, or financing activities – can temporarily inflate net debt

figures and obscure comparability across periods.

Adjusted

EBITDA, adjusted EBITDA margin, adjusted net income per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross profit

margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating

expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio are not intended to be performance

measures that should be regarded as an alternative to, or more meaningful than, financial measures presented in accordance with U.S.

GAAP. The way we measure adjusted EBITDA, adjusted EBITDA margin, adjusted net income per share, adjusted EBITDA gross profit margin,

adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative

expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA

ratio, may not be comparable to similarly titled measures presented by other companies.

reconciliation of net loss attributable to common stockholders (the most directly comparable financial measure presented in accordance

with GAAP) to adjusted EBITDA for the periods shown is presented below (in thousands and unaudited):

Three Months Ended

March 31,

Year Ended

March 31,

2025 (1)

2026

2025 (1)

2026

Net loss attributable to common stockholders

$ (12,439 )

$ (2,666 )

$ (51,012 )

$ (20,552 )

Non-controlling interest

608

Preferred stock dividend

—

Interest expense, net

5,560

6,708

19,404

26,746

Other expense, net

—

304

—

129

Income tax (benefit) expense

(304 )

4,064

4,517

8,688

Depreciation and amortization

14,452

12,589

47,494

60,280

Stock-based compensation

924

1,603

9,362

7,541

Foreign currency losses

502

1,790

3,862

Restructuring-related expenses

6,969

603

10,077

4,923

Derivative mark-to-market adjustment

(29 )

1,279

(504 )

(775 )

Acquisition-related expenses

428

213

21,300

1,689

Integration-related expenses

2,592

1,042

4,851

3,893

Adjusted EBITDA

$ 18,656

$ 26,427

$ 67,322

$ 97,032

Net loss margin

(12.0 )%

(2.3 )%

(14.1 )%

(4.6 )%

Adjusted EBITDA margin

18.0 %

23.1 %

18.6 %

21.9 %

Other cash items:

Recognition of pre-October 1, 2024 contract assets (Fleet Complete)

$ 1,768

$ 1,009

$ 3,809

$ 5,035

(1) Following the closing of our acquisition of Fleet Complete, we included an EBITDA adjustment related to the recognition of pre-October 1, 2024, contract assets. This adjustment represented recoveries, through customer billings, of the contract asset recognized at acquisition for hardware delivered by Fleet Complete prior to October 1, 2024. This adjustment was intended to give investors a clearer view of underlying operating performance and cash generation. The goal was to better align adjusted EBITDA with operating cash flows.

Following a detailed review of relevant SEC guidance on disclosure of non-GAAP financial measures,

we have stopped including this adjustment in our presentation of adjusted EBITDA.

For the three months and years ended

March 31, 2025 and 2026, we reported adjusted EBITDA of $18.7 million, $67.3 million, $26.4 million and $97.0 million, respectively.

During the same periods, we also invoiced recoveries of $1.8 million, $3.8 million, $1.0 million and $5.0 million, respectively, which

are included in cash flows from operating activities in the condensed consolidated statement of cash flows.

The

following table (in thousands, except per share data, and unaudited) reconciles net loss to adjusted net income for the periods shown:

Three Months Ended

March 31,

Year Ended

March 31,

2025

2026

2025

2026

Net loss

$ (12,439 )

$ (2,666 )

$ (50,987 )

$ (20,552 )

Incremental intangible assets amortization expense as a result of business combinations

5,201

5,495

14,752

22,816

Stock-based compensation (non-recurring/accelerated cost)

—

4,693

—

Foreign currency losses

502

1,790

3,862

Restructuring-related expenses

6,969

603

10,077

4,923

Derivative mark-to-market adjustment

(29 )

1,279

(504 )

(775 )

Acquisition-related expenses

428

213

21,300

1,689

Integration-related expenses

2,592

1,042

4,851

3,893

Inventory rationalization and other

—

415

Income tax effect of adjustments

(430 )

(391 )

(809 )

(4,991 )

Adjusted net income

$ 2,794

$ 5,655

$ 5,163

$ 11,280

Weighted-average shares outstanding

132,793

134,153

119,877

133,761

Net loss per share - basic

$ (0.09 )

$ (0.02 )

$ (0.43 )

$ (0.15 )

Adjusted net income per share - basic

$ 0.02

$ 0.04

$ 0.08

The

following table (in thousands and unaudited) reconciles gross profit margins to adjusted EBITDA gross profit margins for the periods

shown:

Three Months Ended

March 31,

Year Ended

March 31,

2025

2026

2025

2026

Products:

Product revenues

$ 21,866

$ 21,546

$ 85,584

$ 83,975

Cost of products

18,152

15,295

61,961

59,153

Products gross profit

$ 3,714

$ 6,251

$ 23,623

$ 24,822

Inventory rationalization and other

$ 2,570

$ —

$ 3,310

$ —

Adjusted EBITDA products gross profit

$ 6,284

$ 6,251

$ 26,933

$ 24,822

Products gross profit margin

17.0 %

29.0 %

27.6 %

29.6 %

Adjusted EBITDA products gross profit margin

28.7 %

29.0 %

31.5 %

29.6 %

Services:

Services revenues

81,772

92,944

276,931

359,802

Cost of services

30,723

34,531

106,017

138,202

Services gross profit

$ 51,049

$ 58,413

$ 170,914

$ 221,600

Depreciation and amortization

11,773

11,440

37,984

51,982

Adjusted EBITDA services gross profit

$ 62,822

$ 69,853

$ 208,898

$ 273,582

Services gross profit margin

62.4 %

62.8 %

61.7 %

61.6 %

Adjusted EBITDA services gross profit margin

76.8 %

75.2 %

75.4 %

76.0 %

Total:

Total revenues

$ 103,638

$ 114,490

$ 362,515

$ 443,777

Total cost of revenues

48,875

49,826

167,978

197,355

Total gross profit

$ 54,763

$ 64,664

$ 194,537

$ 246,422

Inventory rationalization and other

$ 2,570

$ —

$ 3,310

$ —

Depreciation and amortization

$ 11,773

$ 11,440

$ 37,984

$ 51,982

Adjusted EBITDA gross profit

$ 69,106

$ 76,104

$ 235,831

$ 298,404

Gross profit margin

52.8 %

56.5 %

53.7 %

55.5 %

Adjusted EBITDA gross profit margin

66.7 %

66.5 %

65.1 %

67.2 %

The

following table (in thousands and unaudited) reconciles selling, general and administrative (“SG&A”) expenses to non-GAAP

SG&A expenses for the periods shown:

Three Months Ended

March 31,

Year Ended

March 31,

2025

2026

2025

2026

Total revenues

$ 103,638

$ 114,490

$ 362,515

$ 443,777

Selling, general and administrative expenses

56,839

48,903

204,361

208,487

Restructuring-related expenses

(4,499 )

(603 )

(6,767 )

(4,923 )

Acquisition-related expenses

(428 )

(213 )

(21,300 )

(1,689 )

Integration-related expenses

(2,592 )

(1,042 )

(4,851 )

(3,893 )

Depreciation and amortization

(2,401 )

(1,149 )

(7,979 )

(8,298 )

Stock-based compensation

(924 )

(1,603 )

(9,362 )

(7,541 )

Non-GAAP selling, general and administrative expenses

45,995

44,293

154,102

182,143

Non-GAAP sales and marketing expenses

17,345

19,895

52,869

77,180

Non-GAAP general and administrative expenses

28,750

24,398

101,233

104,963

Non-GAAP selling, general and administrative expenses

$ 46,095

$ 44,293

$ 154,102

$ 182,143

Non-GAAP sales and marketing expenses as a percentage of total revenue

16.7 %

17.4 %

14.6 %

17.4 %

Non-GAAP general and administrative expenses as a percentage of total revenue

27.7 %

21.3 %

27.9 %

23.7 %

Research and development expenses

Research and development incurred

$ 9,082

$ 8,156

$ 28,881

$ 34,771

Research and development capitalized

(4,178 )

(3,420 )

(12,820 )

(16,412 )

Research and development expenses

$ 4,904

$ 4,736

$ 16,061

$ 18,359

Research and development incurred as a percentage of total revenues

8.8 %

7.1 %

8.0 %

7.8 %

Research and development expenses as a percentage of total revenues

4.7 %

4.1 %

4.4 %

4.1 %

The

following table (in thousands and unaudited) reconciles total operating expenses to adjusted operating expenses for the periods shown:

Three Months Ended

March 31,

Year Ended

March 31,

2025

2026

2025

2026

Total operating expenses

$ 61,743

$ 53,639

$ 220,422

$ 226,846

Adjusted for:

Acquisition-related expenses

428

213

21,300

1,689

Integration-related expenses

2,592

1,042

4,851

3,893

Stock-based compensation (non-recurring/accelerated cost)

—

4,693

—

Restructuring-related expenses

4,499

603

6,767

4,923

7,519

1,858

37,611

10,505

Adjusted operating expenses

$ 54,224

$ 51,781

$ 182,811

$ 216,341

The

following table (in thousands and unaudited) reconciles net cash provided by operating activities to free cash flow for the periods shown:

Three Months Ended

June 30,

2025

September 30, 2025

December 31, 2025

March 31,

2026

Net cash provided by operating activities

$ 4,721

$ 5,522

$ 10,208

$ 10,010

Plus: Proceeds from sale of fixed assets

Less: Capitalized software development costs

(3,724 )

(7,767 )

(2,608 )

(4,433 )

Less: Capital expenditures

(8,114 )

(4,338 )

(5,265 )

(3,901 )

Free cash flow

$ (7,101 )

$ (6,581 )

$ 2,374

$ 1,759

The

following table (in thousands and unaudited) reconciles total debt to adjusted net debt for the periods shown:

March 31,

2025

March 31,

2026

Total debt

$ 273,792

$ 280,024

Less: Cash, cash equivalents, and restricted cash

(48,788 )

(40,818 )

Net debt

225,004

239,206

Unsettled transaction costs

3,551

—

Adjusted net debt

$ 228,555

$ 239,206

12-month trailing adjusted EBITDA

$ 67,322

$ 97,032

Adjusted net debt to adjusted EBITDA ratio

3.39

2.47

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v3.26.1

Cover

Jun. 15, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 15, 2026

Entity File Number

001-39080

Entity Registrant Name

POWERFLEET,

INC.

Entity Central Index Key

0001774170

Entity Tax Identification Number

83-4366463

Entity Incorporation, State or Country Code

Entity Address, Address Line One

123

Tice Boulevard

Entity Address, City or Town

Woodcliff Lake

Entity Address, State or Province

Entity Address, Postal Zip Code

07677

City Area Code

201

Local Phone Number

996-9000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value

$0.01 per share

Trading Symbol

AIOT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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