Results of Operations and Financial Condition. On August 6, 2026, Phunware, Inc. (the “Company,” "we," "us," or "our") issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 o…

The filing appears to be a general description without specific details about departures, promotions, or elections.

Entry into a Material Definitive Agreement. Master Software and Services Agreement Effective May 13, 2026, Phunware, Inc. (the "Company") entered into a Master Software and Services Agreement (the “MSSA”) with Build Something LLC, a Delaware limited liability company (the “Developer”), pursuant to which the Company retained the Developer to create, perform and provide software development, solutions, software engineering, software deployment and other technology and intellectual property serv…

of this Current Report on Form 8-K are incorporated herein by reference to the extent applicable. On May 12, 2026, Jeremy Krol notified the Company of his voluntary resignation from the Board of Directors. Mr. Krol’s resignation was not due to any disagreement with the Company, its management, the Board of Directors or any committee thereof, or with respect to any matter relating to the Company’s operations, policies or practices. Upon effectiveness of Mr. Krol’s resignation, the Company’s Bo…

Results of Operations and Financial Condition. On May 7, 2026, Phunware, Inc. (the “Company,” "we," "us," or "our") issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of t…

The filing appears to be about compensatory arrangements or other non-management matters mis-filed under 5.02.

Entry into a Material Definitive Agreement. As previously reported in the Original Form 8-K, Jeremy Krol was appointed to serve as the Company’s Interim Chief Executive Officer. In connection therewith, the Company and Mr. Krol entered into a Confidential Executive Employment Agreement dated July 14, 2025 (the “Employment Agreement”), pursuant to which Mr. Krol agreed to serve as Interim Chief Executive Officer of the Company. The Employment Agreement had an initial term of six months, unless…

Results of Operations and Financial Condition. On March 20, 2026, Phunware, Inc. (the “Company,” "we," "us," or "our") issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Sectio…

The filing describes matters without specifying a particular departure, promotion, or election.

Entry into a Material Definitive Agreement. As previously reported in the Original Form 8-K, Jeremy Krol was appointed to serve as the Company’s Interim Chief Executive Officer. In connection therewith, the Company and Mr. Krol entered into a Confidential Executive Employment Agreement dated July 14, 2025 (the “Employment Agreement”), pursuant to which Mr. Krol agreed to serve as Interim Chief Executive Officer of the Company. The Employment Agreement had an initial term of six months, unless…

Senior Vice President, Head of Sales — Jeremy Kidd: Mr. Kidd separated from the company without cause and his position will not be backfilled.

Results of Operations and Financial Condition. On November 6, 2025, Phunware, Inc. (the “Company,” “we,” “us,” or “our”) issued a press release announcing its financial results for the third quarte r ended September 30, 2025. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Secti…

Interim Chief Executive Officer, Director — Stephen Chen: Stephen Chen's at-will employment as Interim Chief Executive Officer was terminated, resulting in his departure from all positions including the Board.

Termination of a Material Definitive Agreement. As previously disclosed, on July 13, 2025, Phunware, Inc. (the "Company") appointed Rahul Mewawalla, the Company's chairperson of the Board of Directors (the "Board"), as its Executive Chairman and Chief Artificial Intelligence (AI) Architect. In connection therewith, the Company entered into an Executive Chairman and Chief AI Architect Agreement with Mr. Mewawalla (the "Agreement") to provide executive advisory and AI services and executive sup…

Results of Operations and Financial Condition. On August 8, 2025, Phunware, Inc. (the “Company,” “we,” “us,” or “our”) issued a press release announcing its financial results for the second quarte r ended June 30, 2025. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18…

Changes in Registrant’s Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP (“Marcum”). On July 23, 2025, Phunware, Inc. (the “Company”) was notified by Marcum that Marcum resigned as the Company’s independent registered public accounting firm as a result of such acquisition, and the Company’s Audit Committee approved such resignation. The audit report of Marcum on…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 24, 2025, Phunware, Inc. (the "Company") notified The Nasdaq Stock Market LLC ("Nasdaq") that, as a result of the resignation of Rahul Mewawalla from the Company’s audit committee in connection with his appointment as Executive Chair and Chief Artificial Intelligence Architect as described below, the Company is not in compliance with Nasdaq’s audit committee composition requirements as…

Entry into a Material Definitive Agreement. On July 13, 2025, Phunware, Inc. (the "Company") appointed Rahul Mewawalla, the Company's chairperson of the Board of Directors (the "Board") as its Executive Chairman and Chief Artificial Intelligence (AI) Architect. In connection therewith, the Company entered into an Executive Chairman and Chief AI Architect Agreement with Mr. Mewawalla (the "Mewawalla AI Agreement") to provide AI services and executive support to the Company's new interim Chief…

Interim Chief Executive Officer — Stephen Chen: Stephen Chen's employment as Interim Chief Executive Officer was terminated.

Results of Operations and Financial Condition. On May 12, 2025, Phunware, Inc. (the “Company,” "we," "us," or "our") issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Se…

Results of Operations and Financial Condition. On March 20, 2025, Phunware, Inc. (the “Company,” "we," "us," or "our") issued a press release announcing its financial results for the year ended December 31, 2024. A copy of the press release issued concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained herein, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the…

Chief Executive Officer and Director — Michael Snavely: Michael Snavely resigned as CEO and Director, leaving a vacant seat on the Board.

Chief Operating Officer — Mr. Jeremy Krol: Phunware, Inc. appointed Mr. Jeremy Krol as its Chief Operating Officer.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 10, 2025, Phunware, Inc. (the "Company") received a written notice from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with the rules for continued listing as set forth in Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) because the Company has not held an annual meeting of stockholders within 12 months of year-end for the fiscal year ended…

Chief Financial Officer — Mr. Reisner: Mr. Reisner resigned as Chief Financial Officer effective November 30, 2024.