Powerfleet, Inc.

Except as set forth below, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A. “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. Investors should carefully consider the risks described below together with the other risks described in our Annual Report on Form 10-K and the other information contained in this Quarterly Report on Form 10-Q.

Our growth may depend in part on our ability to successfully execute large-scale customer deployments and strategic contracts, and delays or difficulties in such deployments could adversely affect our results of operations.

Certain of our growth initiatives involve large-scale customer deployments and strategic contracts that may require significant operational, technical, hardware, installation and other resources. The timing and successful execution of these deployments may depend on a number of factors, including customer readiness, the availability and compatibility of hardware and components, installation capacity, internal and third-party resources, supply chain availability, technical integration requirements and the timing of customer acceptance.

As the size and complexity of these deployments increase, we may be required to allocate additional resources to support implementation, including by reallocating resources from other customers, products, geographic markets or business opportunities. Such reallocations could adversely affect revenue from other areas of our business or result in costs being incurred before the corresponding revenue is recognized.

In addition, revenue associated with large-scale deployments may be recognized over time or may depend upon the achievement of deployment, installation, activation, acceptance or other milestones. Accordingly, delays in implementation could cause revenue or cash flows to be recognized later than anticipated and could result in fluctuations in our quarterly operating results.

If we are unable to successfully execute these deployments within anticipated timeframes or at expected costs, or if customer requirements, deployment schedules or volumes change, our revenue, profitability, cash flows and ability to achieve our financial objectives could be materially adversely affected.

Disruptions in our supply chain, production processes or the availability or compatibility of components could adversely affect our ability to manufacture, deliver and deploy our products and recognize revenue.

We depend on third-party suppliers, manufacturers and service providers for components, products and services used in our solutions. Our ability to manufacture, deliver and deploy our products may be adversely affected by supply shortages, production constraints, manufacturing delays, component discontinuations, quality issues, component incompatibility, supplier performance issues, transportation disruptions or other events affecting our supply chain.

Certain components used in our products may be sourced from a limited number of suppliers, and alternative components may require qualification, testing, product modifications or changes to manufacturing processes before they can be incorporated into our products. The introduction of new or replacement components may also result in unforeseen compatibility, quality or performance issues.

Any such disruption or constraint could delay production, customer deliveries, installations or deployments and could result in revenue being recognized later than anticipated. We may also incur additional costs to obtain alternative components, expedite shipments, modify products or production processes, or otherwise mitigate supply-chain or production constraints.

If we are unable to manage these risks effectively, our customer relationships, revenue, gross margins, operating results and cash flows could be materially adversely affected.

We may not achieve our financial outlook or anticipated growth, profitability and cash flow objectives.

From time to time, we provide financial outlooks or other expectations regarding our future financial and operating performance. Such outlooks and expectations are based on assumptions and estimates that involve significant judgment and are subject to numerous risks and uncertainties, many of which are outside our control.

Our actual performance may differ materially from our expectations as a result of, among other factors, changes in the timing or pace of customer deployments, delays in product deliveries or revenue recognition, changes in customer demand, changes in product and services mix, supply-chain or production constraints, foreign exchange movements, changes in operating costs, the timing and realization of anticipated operating leverage, and our ability to successfully execute our strategic initiatives.

In particular, the timing of large-scale deployments may cause revenue, profitability and cash flows to vary significantly between reporting periods, even where underlying customer demand remains unchanged.

If our actual results differ materially from our outlook or from the expectations of investors or securities analysts, the market price of our common stock could be adversely affected.

Our indebtedness and financing arrangements could adversely affect our financial flexibility and our ability to fund our operations and strategic initiatives.

We have substantial indebtedness and debt service obligations. Our indebtedness could have important consequences for our business, including requiring us to dedicate a portion of our cash flows from operations to the payment of principal and interest, reducing the availability of cash to fund operations, capital expenditures, investments, acquisitions or other strategic initiatives, and limiting our flexibility in responding to changes in our business or market conditions.

Our ability to meet our debt service obligations and comply with the terms of our financing arrangements depends on our future operating performance and cash generation, which are subject to economic, financial, competitive, operational and other factors.

Our financing arrangements contain covenants and other restrictions that limit our operational or financial flexibility. A failure to comply with applicable covenants or other requirements could result in an event of default under those arrangements, which, if not cured or waived, could permit our lenders to accelerate the related indebtedness, and exercise other remedies.

We may also require additional financing from time to time to support our operations, strategic initiatives or growth opportunities. Additional financing may not be available when required or may be available only on terms that are less favorable to us. Any inability to generate sufficient cash flows, maintain adequate liquidity, comply with our financing arrangements or obtain additional financing on acceptable terms could adversely affect our business, financial condition and results of operations.

The risks described above and in our Form 10-K should be carefully considered together with the other information contained in this Quarterly Report on Form 10-Q, as they could materially affect our business, financial condition, cash flows and results of operations. The risks described under Part I, Item 1A. “Risk Factors” in our Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently believe to be immaterial, may also materially adversely affect our business, financial condition and results of operations.

None.