Form 8-K

8-K — Powerfleet, Inc.

Accession: 0001493152-26-034096

Filed: 2026-07-21

Period: 2026-07-15

CIK: 0001774170

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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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): July 15, 2026

POWERFLEET,

INC.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-39080

83-4366463

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

July 15, 2026, the board of directors (the “Board”) of Powerfleet, Inc. (the “Company”) elected Michael Casey

as a director of the Company. Mr. Casey has been named to the Audit Committee, Compensation Committee and Nominating Committee to the

Board and has been appointed to serve as chair of the Audit Committee.

July 15, 2026, Michael McConnell notified the Board of his resignation as a director of the Company, effective immediately.

a member of the Board, Mr. Casey is eligible to participate in the Company’s non-employee director compensation program, which

is described in the Company’s most recent Proxy Statement filed with the Securities and Exchange Commission (the “SEC”)

on July 29, 2025.

connection with his election to the Board, Mr. Casey will also enter into an indemnification agreement with the Company, substantially

similar to the form of indemnification agreement that the Company has entered into with each of its other directors and executive officers,

which was filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-4 filed with the SEC on May 24, 2019.

Mr.

Casey has not participated in any transactions with the Company, nor are there currently any proposed transactions, requiring disclosure

pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. There is also no arrangement

or understanding between Mr. Casey and the Company pursuant to which he was elected to the Board.

Item

8.01. Other Events.

July 21, 2026, the Company issued a press release announcing Mr. Casey’s appointment as a director and Mr. McConnell’s resignation.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release, dated July 21, 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/

Steve Towe

Name:

Steve

Towe

Title:

Chief

Executive Officer

Date:

July 21, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Powerfleet

Announces Board and Audit Committee Transition

Michael

Casey Rejoins Board of Directors and Is Appointed Chair of the Audit Committee

WOODCLIFF

LAKE, N.J., July 21 2026 - Powerfleet, Inc. (Nasdaq: AIOT; JSE: PWR) today announced that its Board of Directors has appointed Michael

Casey to rejoin the Board and serve as Chair of the Audit Committee, effective as of July 15, 2026. Mr. Casey previously served as a

director of Powerfleet from September 2016 until the closing of the Company’s combination with MiX Telematics. Michael McConnell

has resigned from the Company’s Board of Directors and as Chair of its Audit Committee, effective July 15, 2026.

“We

are very pleased to welcome Michael Casey back to the Board. Michael’s extensive public-company financial experience, deep accounting

expertise and prior service as a Powerfleet director make him exceptionally well qualified to serve as Chair of the Audit Committee,”

said Andrew Martin, Chairman of the Board.

“On

behalf of the Board, I would like to thank Michael McConnell for his dedicated service and thoughtful leadership over the past two years,”

Mr. Martin continued. “His contributions, particularly as Chair of the Audit Committee, were invaluable during a period of significant

transformation, including substantial merger and acquisition activity, and we wish him continued success.”

“I

am pleased to rejoin the Powerfleet Board at an important stage in the Company’s development,” said Mr. Casey. “I look

forward to working with Andrew, my fellow directors and reconnecting with Steve Towe and the management team as the Company continues

to execute its strategy and build on the progress it has made.”

Mr.

Casey served on the Board of Directors of Determine, Inc. from 2010 until its acquisition in April 2019. During his service on the Determine

board, he served as a member of its nominating and corporate governance committee and as Chair of its audit committee.

Since

2006, Mr. Casey has been a partner at TechCXO, LLC, a professional services firm providing financial, strategic and operational consulting

services to businesses in the technology industry.

Previously,

Mr. Casey served as Chief Financial Officer of MAPICS, Inc., a publicly traded provider of enterprise resource planning software for

discrete manufacturing industries. He also served as Executive Vice President and Chief Financial and Administrative Officer of iXL Enterprises,

Inc.; Chief Financial Officer of Manhattan Associates, Inc.; and Chief Financial Officer of IQ Software Corporation.

Mr.

Casey began his career as a certified public accountant with Arthur Andersen & Co. and holds a Bachelor of Business Administration

degree in accounting from the University of Georgia.

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).

Powerfleet

Investor Contacts

Carolyn

Capaccio and Jody Burfening

Alliance

Advisors IR

AIOTIRTeam@allianceadvisors.com

Powerfleet

Media Contact

Jonathan

Bates

jonathan.bates@powerfleet.com

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