Material Agreement, Management Change/Compensation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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

On August 9, 2026, the Board of Directors (the "Board") of Powerfleet, Inc. (the "Company") appointed Paul Lalljie to serve as President and Chief Financial Officer of the Company, effective as of August 11, 2026, succeeding David Wilson, whose employment as Chief Financial Officer was terminated effective as of the close of business on August 10, 2026.

Mr. Lalljie, 53, previously served at 2U, Inc., a formerly Nasdaq-listed online education platform company, from 2019 to 2024, initially as Chief Financial Officer and subsequently as Chief Executive Officer. Earlier in his career, Mr. Lalljie spent approximately 18 years at Neustar, Inc., a provider of real-time information services, including nearly a decade as Executive Vice President and Chief Financial Officer. Mr. Lalljie currently serves as an independent director and Chair of the Audit Committee of Twenty One Capital, Inc. (NYSE: XXI), a Bitcoin-focused operating company, as a Supervisory Board member and Chair of the Audit Committee of Bitdefender, a private cybersecurity solutions company, and as a Trustee of Catholic International University.

In connection with Mr. Lalljie's appointment as Chief Financial Officer, the Company entered into an employment offer letter (the "Offer Letter") with Mr. Lalljie setting forth the terms of his employment and initial compensation. In accordance with the Offer Letter, Mr. Lalljie will receive a base salary of $475,000 per year and will be eligible to receive an annual bonus in an amount up to 85% of his base salary, subject to the terms of the Company's Global Bonus Plan, as approved annually by the Compensation Committee of the Board. Mr. Lalljie will also receive a one-time cash sign-on bonus of $100,000, which is subject to repayment in the event Mr. Lalljie's employment terminates for cause or without good reason within 18 months, and the following one-time equity awards, which will become effective as of Mr. Lalljie's start date:

Vesting of the foregoing one-time equity awards is accelerated with respect to 50% of each award (if greater than the then-vested portion) in the event Mr. Lalljie's employment terminates for cause or for good reason in connection with a change in control.

The Company also entered into a severance agreement (the "Severance Agreement") with Mr. Lalljie, which, among other things, entitles Mr. Lalljie to (i) cash payments in an amount equal to 1.5x (or 2x in the event of a Trigger Event (as defined below) occurring following a change in control, as defined in the Severance Agreement) his base salary, (ii) a waiver of any remaining portion of Mr. Lalljie's healthcare continuation payments under COBRA for the 12-month severance period, (iii) accelerated vesting of equity awards granted to Mr. Lalljie on a pro-rated basis, and (iv) a lump sum payment equal to 1.5x (or 2x in the event of a Trigger Event occurring following a change in control) the amount of any bonus that would have otherwise been paid to Mr. Lalljie for the fiscal year during which Mr. Lalljie is terminated, each in the event that the Company terminates his employment without cause or Mr. Lalljie leaves the Company for good reason, as described in the Severance Agreement (collectively referred to herein as a "Trigger Event"). Under the Severance Agreement, Mr. Lalljie's receipt of these benefits is subject to his execution and delivery of a general release agreement to the Company within 45 days after the applicable Trigger Event occurs.