UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| For
the fiscal year ended |
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| For the transition period from __________ to __________ |
Commission file number: 001-39080
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
Powerfleet, Inc. 401(k) Plan (formerly I.D. Systems, Inc. 401(k) Plan)
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
123 Tice Boulevard
Woodcliff Lake, New Jersey 07677
Powerfleet, Inc. 401(k) Plan (formerly I.D. Systems, Inc. 401(k) Plan)
TABLE OF CONTENTS
All other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“ERISA”) have been omitted because they are not applicable.
| Page 2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Participants and Plan Administrator of the
Powerfleet, Inc. 401(k) Plan (formerly I.D. Systems, Inc. 401(k) Plan)
Woodcliff Lake, New Jersey
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Powerfleet, Inc. 401(k) Plan (formerly I.D. Systems, Inc. 401(k) Plan, the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the year ended December 31, 2025 and Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2025 have been subjected to audit procedures performed in conjunction with the audit of Powerfleet, Inc. 401(k) Plan’s (formerly I.D. Systems, Inc. 401(k) Plan) financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedules reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated in all material respects in relation to the financial statements as a whole.
/s/ Crowe LLP
We have served as the Plan’s auditor since 2025.
Chicago, Illinois
June 29, 2026
| Page 3 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| INVESTMENTS | ||||||||
| Powerfleet, Inc. unitized account | $ | $ | ||||||
| Mutual Funds | ||||||||
| Self-directed brokerage accounts | ||||||||
| Total investments | ||||||||
| RECEIVABLES | ||||||||
| Participant contributions receivable | ||||||||
| Employer contributions receivable | ||||||||
| Notes receivable from participants | ||||||||
| Total receivables | ||||||||
| NET ASSETS AVAILABLE FOR BENEFITS | $ | $ | ||||||
See notes to financial statements.
| Page 4 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| Year Ended December 31, 2025 | ||||
| ADDITIONS | ||||
| Investment Income | ||||
| Dividends and income | ||||
| Net gain (loss) on sale of assets | ( | ) | ||
| Net appreciation in fair value of investments | ||||
| Total investment income | ||||
| Interest income on notes receivable from participants | $ | |||
| Contributions | ||||
| Participants | ||||
| Employer | ||||
| Rollover | ||||
| Total contributions | ||||
| Total | ||||
| DEDUCTIONS | ||||
| Benefits paid to participants | ||||
| Administrative and other expenses | ||||
| Total deductions | ||||
| Decrease in net assets before transfer | ( | ) | ||
| Plan transfers in (Note 1) | ||||
| Net increase | ||||
| NET ASSETS AVAILABLE FOR BENEFIT, BEGINNING OF YEAR | ||||
| NET ASSETS AVAILABLE FOR BENEFIT, END OF YEAR | $ | |||
See notes to financial statements.
| Page 5 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the Powerfleet, Inc. 401(k) Plan (formerly I.D. Systems, Inc. 401(k) Plan) (the “Plan”) provides only general information. Participants should refer to the Plan document for the Plan’s provisions.
General
The Plan was originally established by I.D. Systems, Inc. (“I.D. Systems”) in 1998 for the purpose of providing retirement benefits for eligible employees of I.D. Systems. The Plan is a defined contribution plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Trustee of the Plan assets is ADP Retirement Trust Services (the “Trustee”). The named fiduciary for the administration of the Plan is the Director of Human Resources (the “Plan Administrator”).
On October 3, 2019, I.D. Systems became a wholly owned subsidiary of Powerfleet, Inc. (“Powerfleet”), as a result of the acquisition of Pointer Telocation Ltd. (the “Transactions”). Following the completion of the Transactions, employees of I.D. Systems and Powerfleet were eligible to participate in the Plan. Unless otherwise indicated or the context otherwise requires, all references to the “Company” mean Powerfleet and its subsidiaries.
Effective January 1, 2025, the Plan name was changed to the Powerfleet, Inc. 401(k) Plan.
Effective
April 1, 2025, the MiX Telematics North America Inc. 401(k) Profit Sharing Plan merged with the Plan, which added approximately
Effective
July 1, 2025, the Fleet Complete 401(k) Plan merged with the Plan, which added
Employer
contributions from the mergers will be funded to a frozen employer contribution source in the Plan which shall be
Investments
Participants may direct the investment of their contributions and employer matching contributions into various investment options offered by the Plan and may change investments and transfer amounts between funds daily. The Plan offers a money market mutual fund, mutual funds, inflation protection mutual fund, Powerfleet common stock, and a self-directed brokerage account feature that includes individual stocks, exchange-traded funds, fixed income securities and mutual funds through Charles Schwab & Co. All investments are participant-directed.
Participants may invest in the Powerfleet Stock Fund, which is comprised of a cash component and Powerfleet common stock.
Contributions
Participants
in the Plan may elect to defer and contribute from
The
Plan includes an auto-enrollment provision whereby all newly eligible participants are automatically enrolled in the Plan unless they
affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at
Participant Accounts
Each participant account is credited with the participant’s share of any employer contributions, any contributions made by the participant, and the participant’s share of any investment earnings (losses) and increases (decreases) in the value of investments. All reasonable costs and expenses incurred by the Plan Administrator and the Trustee in administering the Plan are charged against the accounts of all participants unless the Company elects to pay such expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings (losses) thereon. Participants vest in the Plan’s discretionary match portion of their accounts as follows:
| Years of Vesting Service | Percentage Vested | |||
| Less than 1 year | % | |||
| 1 but less than 2 years | % | |||
| 2 but less than 3 years | % | |||
| 3 but less than 4 years | % | |||
| 4 but less than 5 years | % | |||
| 5 or more years | % | |||
| Page 6 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 1 - DESCRIPTION OF THE PLAN (Continued)
Notes Receivable from Participants
The
Plan permits participants to borrow from their vested account balance. A participant is permitted to borrow up to
Payment of Benefits
A participant’s vested account balance is payable upon retirement, disability, death or other termination of employment. Distributions are payable in a lump sum or in installments over a period not exceeding the participant’s life expectancy. However, if the value of a participant’s vested account is $7,000 or less, it is only payable in a lump sum.
A participant may withdraw all or a portion of his or her vested account during employment if he or she has reached age 59-1/2. A participant may withdraw his or her own contributions (but not earnings on those contributions) during employment for certain hardship reasons.
Upon the death or total permanent disability of an active participating employee, such employee’s beneficiary is entitled to the total amount of the employee’s account without penalty plus an allocation of any Company contribution relating to the year in which the death or total permanent disability occurred.
Forfeited Accounts
If
a participant terminates employment with the Company at a time when the participant does not have a fully vested account, the nonvested
employer contributions and actual earnings thereon are forfeited. Forfeitures may be used to reduce future employer matching contributions
or cover future administrative expenses. No forfeitures were used during the year ended December 31, 2025 to pay for the Plan’s
expenses. Forfeitures available at December 31, 2025 and 2024 totaled $
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and/or to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become fully vested with all rights to any amounts in their respective accounts.
| Page 7 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments are participant-directed and reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis and dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable are recorded as deemed distributions based upon the terms of the Plan document.
Benefit Payments
Benefits are recorded when paid.
Administrative Expenses
Administrative expenses, including custodial and administrative fees, are paid by the Plan. Some expenses are a reduction of investment return and included in investment income reported by the Plan. Administrative expenses for loans and distributions are paid by the participant. Certain other expenses such as audit and accounting fees are paid by the Company.
| Page 8 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 3 - FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board Accounting Standards Codification (“Codification”), Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the Codification are as follows:
| Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. |
| Level 2 | Inputs to the valuation methodology include: |
| ● | Quoted prices for similar assets or liabilities in active markets; | |
| ● | Quoted prices for identical or similar assets or liabilities in inactive markets; | |
| ● | Inputs other than quoted prices that are observable for asset or liability; and | |
| ● | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
| Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
| Page 9 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 3 - FAIR VALUE MEASUREMENTS (Continued)
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2025 and 2024.
Powerfleet, Inc. unitized account: Valued at closing price reported on active market on which the securities are traded, plus cash.
Self-directed brokerage accounts: Accounts consist of individual stocks, exchange-traded funds, fixed income securities and mutual funds that are valued on the basis of readily determinable market prices.
Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
The preceding methods described may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
| Investments at Fair Value as of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Powerfleet, Inc. unitized account | $ | $ | $ | $ | ||||||||||||
| Mutual Funds | ||||||||||||||||
| Self-directed brokerage accounts | ||||||||||||||||
| Total assets in the fair value hierarchy | $ | $ | $ | $ | ||||||||||||
| Total investments at fair value | $ | |||||||||||||||
| Investments at Fair Value as of December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Powerfleet, Inc. unitized account | $ | $ | $ | $ | ||||||||||||
| Mutual Funds | ||||||||||||||||
| Self-directed brokerage accounts | ||||||||||||||||
| Total assets in the fair value hierarchy | $ | $ | $ | $ | ||||||||||||
| Total investments at fair value | $ | |||||||||||||||
The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
As of December 31, 2025 and 2024, there were no significant transfers between Levels 1 and 2 and no transfers in or out of Level 3.
| Page 10 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 4 - RELATED PARTY AND PARTY-IN INTEREST TRANSACTIONS
The Plan engages in certain transactions involving the Company, ADP Retirement Services (“ADP”), recordkeeper of the Plan, and affiliates of Charles Schwab & Co., which are parties-in-interest under the provisions of ERISA. These transactions involve the purchase and sale of the Company’s common stock fund, fees paid to ADP, and a self-directed brokerage feature managed by affiliates of Charles Schwab & Co.
The
Plan allows for transactions with certain parties who may perform services or have fiduciary responsibilities to the Plan, including
the Company. The Plan invested in common stock of the Company and issued loans to participants when administered by ADP for the years
ended December 31, 2025 and 2024. Fees paid to ADP for the years ended December 31, 2025 were $
There are no further related party transactions between the Plan and the Company.
As
of December 31, 2025 and 2024, the Plan held and shares, respectively, of the Powerfleet Stock Fund with a fair value of
$
As
of December 31, 2025 and 2024, the self-directed brokerage account managed by affiliates of Charles Schwab & Co. totaled $
As
of December 31, 2025 and 2024, the Plan held $
NOTE 5 - TAX STATUS
The sponsor of the volume submitter document has received a favorable determination letter from the Internal Revenue Service (“IRS”) dated October 6, 2020, stating that the form of the Plan is qualified under Section 401 of the Internal Revenue Code (the “Code”), and therefore, the related trust is tax exempt. In accordance with Revenue Procedure 2005-16, the Company has chosen to rely on the IRS determination letter issued to the sponsor of the volume submitter document as evidence that the form of the Plan is tax-qualified. The Plan has been amended since receiving the determination letter. Management believes the Plan is being operated in compliance with the applicable requirements of the Code and that the Plan is qualified and the related trust is exempt from taxation. The Plan is also required to be operated in conformity with the Code to maintain its tax-qualified status. The Plan Administrator believes that the Plan, which has been amended since the date of the determination letter, continues to be tax-qualified in both form and operation.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE 6 - RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of the investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
| Page 11 |
POWERFLEET, INC. 401(k) PLAN (FORMERLY I.D. SYSTEMS, INC. 401(k) PLAN)
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The Plan prepares its Form 5500 on a cash basis. The following is a reconciliation of net assets available for benefits from Form 5500 to the financial statements as of December 31:
| 2025 | 2024 | |||||||
| Net assets available for benefits per Form 5500 | $ | $ | ||||||
| Add: Participant contributions receivable | ||||||||
| Add: Employer contributions receivable | ||||||||
| Add: Deemed loans | ||||||||
| Net assets available for benefits per the financial statements | $ | $ | ||||||
The following is a reconciliation of net decrease in net assets available for benefit from Form 5500 to the financial statements for the year ended December 31:
| 2025 | ||||
| Net decrease in net assets available for benefit per Form 5500 | $ | ( | ) | |
| Add: Participant contributions receivable | ||||
| Add: Employer contributions receivable | ||||
| Less: Deemed loans | ( | ) | ||
| Net decrease in net assets available for benefit before transfers per financial statements | $ | ( | ) | |
| Page 12 |
SCHEDULE H, LINE 4(a) - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
EIN
Year Ended December 31, 2025
| Total that Constitute Nonexempt Prohibited Transactions | ||||||||||||||||
| Check here if Late Participant Loan Repayments are Included | Contributions Not Corrected | Contributions Corrected Outside VFCP | Contributions Pending Correction in VFCP | Total Fully Corrected Under VFCP and PTE 2002-51 | ||||||||||||
| $ | ||||||||||||||||
| Page 13 |
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN
December 31, 2025
| (a) | (b) Identity
of Issue |
(c) Description
of Investment, |
(d) Cost** |
(e) Current Value |
||||||||
| $ | ||||||||||||
| * | ||||||||||||
| * | ||||||||||||
| * | Notes Receivable from Participants | Interest
Rates |
||||||||||
| $ | ||||||||||||
| * | |
| ** |
| Page 14 |
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the person who administers the Powerfleet, Inc. 401(k) Plan (formerly I.D. Systems, Inc. 401(k) Plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Powerfleet, Inc. 401(k) Plan (formerly I.D. Systems Inc. 401(k) Plan) | |
| /s/ David Wilson | |
| David Wilson | |
| Chief Financial Officer | |
| June 29, 2026 | |
| Date |
| Page 15 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| Page 16 |