{"url_path":"/sec/aiot/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1774170/0001628280-26-043187-index.html","accession_number":"0001628280-26-043187","cik":"0001774170","ticker":"AIOT","issuer_name":"Powerfleet, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1774170/0001628280-26-043187-index.html","primary_entity_key":"0001774170","primary_entity_name":"Powerfleet, Inc."},"word_count":1883,"has_tables":true,"body_markdown":"Item 15. Exhibits and Financial Statement Schedules\n\n(a) List of Financial Statements, Financial Statement Schedules, and Exhibits\n\n(1) Financial Statements. The following financial statements of Powerfleet, Inc. are included in Item 8 of Part II of this Form 10-K:\n\nPage\n\nReport of the Independent Registered Public Accounting Firm - Deloitte & Touche (PCAOB ID No. 1130)\n\n[52](#i99d754fcfb8747b4b25edda2f2e989dc_106)\n\nReport of the Independent Registered Public Accounting Firm - Ernst & Young LLP (PCAOB ID No. 42)\n\n[54](#i99d754fcfb8747b4b25edda2f2e989dc_109)\n\nConsolidated Balance Sheets as of March 31, 2025 and 2026\n\n[55](#i99d754fcfb8747b4b25edda2f2e989dc_115)\n\nConsolidated Statements of Operations for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026\n\n[57](#i99d754fcfb8747b4b25edda2f2e989dc_118)\n\nConsolidated Statements of Comprehensive (Loss) Income for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026\n\n[58](#i99d754fcfb8747b4b25edda2f2e989dc_121)\n\nConsolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026\n\n[59](#i99d754fcfb8747b4b25edda2f2e989dc_124)\n\nConsolidated Statements of Cash Flows for the Year Ended December 31, 2023, Three Months Ended March 31, 2024, and Years Ended March 31, 2025 and 2026\n\n[61](#i99d754fcfb8747b4b25edda2f2e989dc_133)\n\nNotes to the Consolidated Financial Statements\n\n[64](#i99d754fcfb8747b4b25edda2f2e989dc_136)\n\n(2) Financial Statement Schedule.\n\nNone.\n\n(3) Exhibits. The following exhibits are filed with this Form 10-K or are incorporated herein by reference, as indicated.\n\nExhibit\nNumberDescription\n\n2.1\n[Agreement and Plan of Merger, dated as of March 13, 2019, by and among Powerfleet, Inc., Powerfleet Israel Holding Company Ltd., Powerfleet Israel Acquisition Company Ltd., I.D. Systems, Inc. and Pointer Telocation Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on March 15, 2019).†](https://www.sec.gov/Archives/edgar/data/49615/000149315219003397/ex2-1.htm)\n\n2.2\n[Implementation Agreement, dated October 10, 2023, by and among Powerfleet, Inc., Main Street 2000 Proprietary Limited and MiX Telematics Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 10, 2023).†](https://www.sec.gov/Archives/edgar/data/1774170/000149315223036651/ex2-1.htm)\n\n2.3\n[Share Purchase Agreement, dated September 18, 2024, by and among Golden Eagle Topco, LP, the Other Shareholders Party Thereto, Powerfleet, Inc. and Powerfleet Canada Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on September 18, 2024).†](https://www.sec.gov/Archives/edgar/data/1774170/000149315224037026/ex2-1.htm)\n\n2.4\n[Amending Agreement No. 1 (Share Purchase Agreement), dated October 1, 2024, by and between Powerfleet, Inc. and Powerfleet Canada Holdings Inc. and Golden Eagle Topco, LP (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 1, 2024).†](https://www.sec.gov/Archives/edgar/data/1774170/000149315224039073/ex2-2.htm)\n\n3.1.1\n\n[Amended and Restated Certificate of Incorporation of Powerfleet, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K12B of Powerfleet, Inc., filed with the SEC on October 3, 2019).](https://www.sec.gov/Archives/edgar/data/1774170/000149315219014971/ex3-1.htm)\n\n3.1.2\n\n[Amendment to the Amended and Restated Certificate of Incorporation of Powerfleet, Inc. (incorporated by reference to Exhibit 3.1.2 to the Annual Report on Form 10-K of Powerfleet, Inc. filed with the SEC on May 9, 2024).](https://www.sec.gov/Archives/edgar/data/1774170/000149315224018526/ex3-1_2.htm)\n\n3.2\n[Amended and Restated Bylaws of Powerfleet, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K12B of Powerfleet, Inc., filed with the SEC on October 3, 2019).](https://www.sec.gov/Archives/edgar/data/1774170/000149315219014971/ex3-2.htm)\n\n4.1\n[Specimen Powerfleet, Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form S-4 of Powerfleet, Inc., filed with the SEC on July 23, 2019).](https://www.sec.gov/Archives/edgar/data/1774170/000149315219010990/ex4-1.htm)\n\n4.2\n[Description of Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K of Powerfleet, Inc. filed with the SEC on May 9, 2024).](https://www.sec.gov/Archives/edgar/data/1774170/000149315224018526/ex4-2.htm)\n\n10.1.1\n\n[2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009, filed with the SEC on November 6, 2009).¥](https://www.sec.gov/Archives/edgar/data/49615/000114420409057109/v165020_ex10-5.htm)\n\n114\n\n10.1.2\n\n[Amendment, dated March 16, 2012, to 2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2012, filed with the SEC on May 14, 2012).¥](https://www.sec.gov/Archives/edgar/data/49615/000114420412028656/v310919_ex10-2.htm)\n\n10.2\n[I.D. Systems, Inc. 2015 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of I.D. Systems, Inc. filed with the SEC on June 25, 2015).¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.3\n[Powerfleet, Inc. 2018 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on September 17, 2024)](https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/ex10-1.htm).[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.4.1\n\n[Employment Offer Letter, dated January 5, 2022, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 5, 2022).](https://www.sec.gov/Archives/edgar/data/1774170/000149315222000439/ex10-1.htm)[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.4.2\n\n[Severance Agreement, dated January 5, 2022, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 5, 2022).](https://www.sec.gov/Archives/edgar/data/1774170/000149315222000439/ex10-2.htm)[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.4.3\n\n[Amendment to Severance Agreement, dated September 11, 2023, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc. filed with the SEC on September 15, 2023).](https://www.sec.gov/Archives/edgar/data/1774170/000149315223032787/ex10-1.htm)[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.4.4\n\n[Amendment to Severance Agreement, dated May 31, 2025, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc. filed with the SEC on June 5, 2025).¥](https://www.sec.gov/Archives/edgar/data/1774170/000164117225013812/ex10-1.htm)\n\n10.4.5\n\n[Form of Stock Option Inducement Award Agreement (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Powerfleet, Inc., filed with the SEC on March 16, 2022).](https://www.sec.gov/Archives/edgar/data/1774170/000149315222007020/ex99-1.htm)[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.5.1\n\n[Offer Letter, dated December 31, 2022, between Powerfleet, Inc. and David Wilson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 4, 2023).](https://www.sec.gov/Archives/edgar/data/1774170/000149315223000219/ex10-1.htm)[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.5.2\n\n[Employee Covenants Agreement, dated November 11, 2022, between Powerfleet, Inc. and David Wilson (incorporated by reference to Exhibit 10.5.2 to the Annual Report on Form 10-K of Powerfleet, Inc. filed with the SEC on May 9, 2024).](https://www.sec.gov/Archives/edgar/data/1774170/000149315224018526/ex10-5_2.htm)[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.6\n[Offer Letter, dated June 1, 2025 between Powerfleet, Inc. and Melissa Ingram (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on June 26, 2025).¥](https://www.sec.gov/Archives/edgar/data/1774170/000162828025033105/exhibit107-melissaingram_o.htm)\n\n10.7\n[Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the Registration Statement on Form S-4 of Powerfleet, Inc., filed with the SEC on July 23, 2019).](https://www.sec.gov/Archives/edgar/data/1774170/000149315219008197/ex10-5.htm)[¥](https://www.sec.gov/Archives/edgar/data/49615/000114420415038973/v414068_ex10-1.htm)\n\n10.8.1\n[Amended and Restated Credit Agreement, dated March 18, 2024, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 22, 2024).](https://www.sec.gov/Archives/edgar/data/1774170/000149315224010980/ex10-1.htm)\n\n10.8.2\n[Amendment No. 1, effective as of December 30, 2024, to the Amended and Restated Credit Agreement, dated March 18, 2024, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 3, 2025).†](https://www.sec.gov/Archives/edgar/data/1774170/000149315225000266/ex10-1.htm)\n\n10.9\n[First Amendment and Restatement Agreement, dated October 31, 2025, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH, Main Street 2000 Proprietary Limited, Powerfleet Canada Holdings Inc. and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on November 6, 2025).†](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001774170/000149315225021073/form8-k.htm)\n\n10.10\n[Credit Agreement, dated March 14, 2024, between MiX Telematics Proprietary Limited (formerly known as MiX Telematics Limited) and FirstRand Bank Limited acting through Rand Merchant Bank division (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Powerfleet, Inc., filed with the SEC on August 28, 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001774170/000162828024038616/aiot-20240630.htm)\n\n10.11.1\n[Facility Agreement, dated September 27, 2024, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 1, 2024).†+](https://www.sec.gov/Archives/edgar/data/1774170/000149315224039073/ex10-1.htm)\n\n10.11.2\n[Amendment No. 1, effective as of May 27, 2025, to the Facility Agreement, dated September 27, 2024, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.12.2 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on June 26, 2025).](https://www.sec.gov/Archives/edgar/data/1774170/000162828025033105/exhibit10122-amendmentno1e.htm)\n\n10.12\n[Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on September 18, 2024).](https://www.sec.gov/Archives/edgar/data/1774170/000149315224037026/ex10-1.htm)[†](https://www.sec.gov/Archives/edgar/data/1774170/000149315224039073/ex10-1.htm)\n\n10.13\n[Registration Rights Agreement, dated October 1, 2024, by and between Powerfleet, Inc. and Ontario Teachers’ Pension Plan Board (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 2, 2024).†](https://www.sec.gov/Archives/edgar/data/1774170/000149315224039073/ex10-3.htm)\n\n10.14\n[Facilities Agreement, dated February 5, 2026, by and among Powerfleet, Inc., MiX Telematics Proprietary Limited, I.D. Systems, Inc., Powerfleet Canada Holdings Inc. and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Powerfleet, Inc., filed with the SEC on February 9, 2026).†](https://www.sec.gov/Archives/edgar/data/1774170/000162828026006487/exhibit102-facilitiesagree.htm)\n\n19.1\n[Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on June 26, 2025).](https://www.sec.gov/Archives/edgar/data/1774170/000162828025033105/exhibit191-insidertradingp.htm)\n\n21.1\n[List of Subsidiaries.*](exhibit211-listofsubsidiar.htm)\n\n23.1\n[Consent of Independent Registered Public Accounting Firm - Deloitte & Touche.*](exhibit231-consentofindepe.htm)\n\n23.2\n[Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.*](exhibit232-consentofindepe.htm)\n\n115\n\n31.1\n[Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*](exhibit311-fy2026xcertific.htm)\n\n31.2\n[Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*](exhibit312-fy2026xcertific.htm)\n\n32.1\n[Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**](exhibit321-fy2026xcertific.htm)\n\n32.2\n[Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**](exhibit322-fy2026xcertific.htm)\n\n97.1\n[Powerfleet, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on May 9, 2024).](https://www.sec.gov/Archives/edgar/data/1774170/000149315224018526/ex97-1.htm)\n\n101.INS\n\nInline XBRL Instance Document.\n\n101.SCH\n\nInline XBRL Taxonomy Extension Schema Document.\n\n101.CAL\n\nInline XBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.DEF\n\nInline XBRL Taxonomy Extension Definition Linkbase Document.\n\n101.LAB\n\nInline XBRL Taxonomy Extension Label Linkbase Document.\n\n101.PRE\n\nInline XBRL Taxonomy Extension Presentation Linkbase Document.\n\n104\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n†\nCertain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.\n\n*\nFiled herewith.\n\n**\n\nFurnished herewith.\n\n¥\n\nManagement contract or compensatory plan or arrangement.\n\n+\nPursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of this exhibit have been redacted. Redacted information is indicated by [***].\n\n(b) Exhibits. The exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference. Please see the Index to Exhibits to this Form 10-K, which is incorporated into this Item 15(b) by reference."}