Form 8-K

8-K — Powerfleet, Inc.

Accession: 0001493152-26-031357

Filed: 2026-07-01

Period: 2026-06-30

CIK: 0001774170

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Other Events

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 30, 2026

POWERFLEET,

INC.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-39080

83-4366463

(State

or Other Jurisdiction

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

8.01. Other Events.

June 30, 2026, Powerfleet, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors

has authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $30

million of the Company’s outstanding shares of common stock over the next 24 months. A copy of the press release is furnished as

Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The

stock repurchase program provides the Company with flexibility to repurchase shares opportunistically as part of its broader capital

allocation strategy. Repurchases under the stock repurchase program may be made at any time or from time to time through open market

purchases, privately negotiated transactions or other legally permissible means, in each case in accordance with all applicable laws

and regulations in effect from time to time, including, without limitation, Rule 10b-18 promulgated under the Securities Exchange Act

of 1934, as amended. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including market conditions,

applicable legal requirements, and the Company’s financial condition and capital allocation priorities, and will be subject to

obtaining any required lender consent under the Company’s credit facilities. The stock repurchase program does not obligate the

Company to repurchase any specific number of shares or any shares at all and may be modified, suspended or discontinued at any time.

Cautionary

Note Regarding Forward-Looking Statements

This

report, including Exhibit 99.1, 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 expectations regarding the implementation, timing, amount and potential benefits of its stock repurchase

program, including the timing, manner, price and amount of any repurchases, and its capital allocation strategy. 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 30, 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 30, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Powerfleet

Announces New $30 Million Stock Repurchase Program

WOODCLIFF

LAKE, N.J. – June 30, 2026 - Powerfleet, Inc. (the “Company”) (Nasdaq: AIOT), a global leader in the artificial

intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry, announced that its board of directors has approved

a stock repurchase program, authorizing the Company to repurchase, from time to time, up to an aggregate of $30 million of the Company’s

common stock over the next 24 months.

The

stock repurchase program provides the Company with flexibility to repurchase shares opportunistically as part of its broader capital

allocation strategy. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including market conditions,

applicable legal requirements, and the Company’s financial condition and capital allocation priorities. The stock repurchase program

does not obligate the Company to repurchase any specific number of shares or any shares at all and may be modified, suspended or discontinued

at any time.

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 our expectations regarding the implementation, timing,

amount and potential benefits of our stock repurchase program, including the timing, manner, price and amount of any repurchases, and

our capital allocation strategy. 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

7921 242 892

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