Powell Michael Joseph 4

What Happened Michael J. Powell, Powerfleet’s Chief Innovation Officer, was granted two awards on February 25, 2026 under the company's 2018 Incentive Plan: 38,709 restricted stock units (RSUs) that vest over time and 77,418 performance‑based RSU targets. Both grants were recorded at an acquisition price of $0.00 (compensation awards), so no cash was paid by the reporting person at grant.

Key Details

• Transaction date: 2026-02-25; acquisition code: A (award/grant).
• Instrument & amounts: 38,709 time‑based RSUs; 77,418 performance‑based RSU targets.
• Price: $0.00 per RSU (granted as compensation).
• Shares owned after transaction: not disclosed in this Form 4.
• Notable footnotes:
  • Time‑based RSUs vest in equal installments over three years, contingent on continued employment (Footnote F1).
  • Performance RSUs are awarded at target of 77,418 and will pay out between 0% and 167% of target based on company performance (Footnote F2).
• Filing timeliness: Form 4 filed 2026-02-27 for a 2026-02-25 grant—filed within the standard reporting window.

Context RSUs are compensation awards that convert to actual shares only if and when they vest (time‑vesting) or performance criteria are met (performance RSUs). Performance awards can result in fewer than target shares (including zero) or up to 167% of target (i.e., materially more shares) depending on the company’s achievement of specified goals. These grants reflect standard executive compensation practice and do not represent an open‑market purchase or sale.