The following table summarizes the activity relating to the Company’s market-based stock options for the nine-month period ended December 31, 2025:


	Options (in thousands)	Weighted- Average Exercise Price ($)	Weighted Average Contractual Remaining Term (years)	Aggregate Intrinsic Values (in thousands)
Outstanding as of April 1, 2025	5,200	13.85	—	—
Granted	—	—	—	—
Exercised	—	—	—	—

Forfeited	(40)	3.13	—	—
Outstanding as of December 31, 2025	5,160	13.94	6.19	$	2,279


Vested as of December 31, 2025	—	—	—	$	—

During the three- and nine-month periods ended December 31, 2025, the Company did not grant any options to purchase shares of common stock with time-based vesting conditions.

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the nine-month period ended December 31, 2025:


	Options (in thousands)	Weighted- Average Exercise Price ($)	Weighted Average Contractual Remaining Term (years)	Aggregate Intrinsic Values (in thousands)
Outstanding as of April 1, 2025	1,890	4.51	—	—
Granted	—	—	—	—
Exercised	(13)	3.13	—	—

Forfeited	(16)	5.92	—	—
Outstanding as of December 31, 2025	1,861	4.50	6.04	$	1,811


Vested as of December 31, 2025	1,711	4.52	5.83	$	1,660

The Company recorded stock-based compensation expense of $479 and $2,884 for the three- and nine-month periods ended December 31, 2024, respectively, and $288 and $1,142 for the three- and nine-month periods ended December 31, 2025, respectively, in connection with awards made under the stock option plans, including market-based and time-based options. The decrease in the recognized expense is because the prior year included acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that were outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting) in connection with the closing of the MiX Combination.

As of December 31, 2025, there was $383 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 0.59 years.

As of December 31, 2025, there was $1,268 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 1.32 years.

The Company estimates forfeitures at the time of valuation and reduces expenses ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

The Company grants restricted stock to employees, whereby the employees are contractually restricted from transferring the shares until they are vested. The stock is unvested at the time of grant, and, upon vesting, there are no legal restrictions on the stock. Some participants have the option to have their shares withheld for their taxes upon vesting. Shares withheld for taxes are treated as a purchase of treasury stock. The fair value of each share is based on the Company’s closing stock price on the date of the grant.

During the nine-month period ended December 31, 2025, the Company granted 373 restricted shares of common stock to the Company’s senior management team, which vest in equal installments over a three-year period, provided that they remain employed by the Company on each scheduled vesting date. The Company also granted an additional 11 restricted shares of common stock to the Company’s senior management team, which vest in equal installments over a 12-month period, provided that they remain employed by the Company on each scheduled vesting date. The grant date for these awards was determined to be April 23, 2025.

During the nine-month period ended December 31, 2025, the Company granted 1,475 restricted shares of common stock to the Company’s executive officers and senior management team, which vest in full if specified performance targets are achieved and

provided that they remain employed by the Company on the scheduled vesting date. The grant date for these awards was determined to be April 23, 2025.


	Time-Based Restricted Shares		Market-Based Restricted Shares		Performance-Based Restricted Shares
	Number of Unvested Shares (in thousands)	Weighted- Average Grant Date Fair Value ($)	Number of Unvested Shares (in thousands)	Weighted- Average Grant Date Fair Value ($)	Number of Unvested Shares (in thousands)	Weighted- Average Grant Date Fair Value ($)
Unvested, March 31, 2025	732	5.58	938	5.35	—	—
Granted	384	4.75	—	—	1,475	4.75
Vested/Exercised	(380)	5.33	—	—	—	—
Forfeited or expired	(59)	4.75	—	—	(118)	4.75
Unvested, December 31, 2025	677	5.32	938	5.35	1,357	4.75

The Company recorded stock-based compensation expenses of $74 and $3,240 for the three- and nine-month periods ended December 31, 2024, respectively, and $805 and $3,394 for the three- and nine-month periods ended December 31, 2025, respectively, in connection with restricted stock grants. As of December 31, 2025, there was $6,540 of total unrecognized compensation cost related to unvested shares.

The following table summarizes the activity relating to the Company’s stock appreciation rights (“SARs”) for the nine-month period ended December 31, 2025:


	Number of SARs (in thousands)	Weighted- Average Exercise Price ($)	Weighted Average Contractual Remaining Term (years)	Aggregate Intrinsic Values (in thousands)
Outstanding as of April 1, 2025	3,238	2.44

Granted	—	—
Exercised	(623)	2.79

Forfeited	(210)	2.25
Outstanding as of December 31, 2025	2,405	2.37	2.53


Vested as of December 31, 2025	1,098	2.52	1.94	$	3,074

The total stock-based compensation expense recognized during the three- and nine-month periods ended December 31, 2024 was $637 and $2,289, respectively, and during the three- and nine-month periods ended December 31, 2025 was $361 and $1,083, respectively.

As of December 31, 2025, there was $2,873 of unrecognized compensation cost related to unvested SARs. This amount is expected to be recognized over a weighted-average period of 2.01 years.

On April 21, 2025, the Company issued to Private Capital Management Holdings, L.P., an affiliate of Private Capital Management, LLC (“PCM”), a warrant to purchase 130,275 shares of common stock in lieu of granting certain equity compensation to Andrew Martin, one of the Company’s directors and a partner and member of the investment research team at PCM. The warrants become exercisable in 10 equal installments on the last day of each quarter starting June 30, 2024.


Expected volatility	70.0		%
Expected life of warrants	5.2
Risk free interest rate	4.0		%

Dividend yield	—
Fair value of warrants granted during the quarter	$	2.79

The total stock-based compensation expense recognized during the three- and nine-month periods ended December 31, 2025 was $37 and $320, respectively.

As of December 31, 2025, there was $43 of unrecognized compensation cost related to unvested warrants. This amount is expected to be recognized over a weighted-average period of 0.75 years.