UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 1606, 2025

Phunware Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37862	30-1205798
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1002 West Avenue
Austin, Texas		78701
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 512 693-4199

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PHUN	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~CAUTIONARY ~~5.02~~NOTE ~~Departure~~REGARDING ofFORWARD-LOOKING ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~STATEMENTS

~~Appointment~~This Current Report on Form 8-K (this “Report”) includes forward-looking statements within the meaning of ~~New~~Section ~~Director~~27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

AsThe ~~previously~~forward-looking ~~disclosed~~statements oncontained ~~the~~in ~~Current~~this Report are based on ~~Form~~our ~~8-K~~current ~~filed~~expectations and beliefs concerning future developments and their potential effects on ~~July~~us. 17Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, ~~2025~~uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by ~~Phunware,~~these ~~Inc~~forward-looking statements. (These risks and uncertainties include, but are not limited to, those factors described under the heading “~~Company~~Risk Factors” in our filings with the Securities and Exchange Commission (SEC), including our reports on Forms 10-K, 10-Q, 8-K and other filings that we make with the ~~board~~SEC offrom ~~directors~~time to time. Should one or more of ~~the~~these ~~Company~~risks ~~(the~~or ~~“Board”)~~uncertainties ~~terminated~~materialize, ~~Stephen~~or ~~Chen’s~~should ~~at-will~~any ~~employment~~of asour ~~Interim~~assumptions ~~Chief~~prove ~~Executive~~incorrect, ~~Officer~~actual ~~which~~results ~~constituted~~may avary ~~termination~~in material respects from ~~all~~those ~~positions~~projected ~~that~~in Mrthese forward-looking statements. ~~Chen~~We ~~held~~undertake no obligation to update or revise any forward-looking statements, whether as a ~~member~~result of ~~the~~new ~~Board~~information, ~~and~~future ~~any~~events ~~committee~~or ~~thereof~~otherwise, ~~effective~~except as ofmay ~~the~~be ~~same~~required ~~date,~~under ~~leaving~~applicable asecurities ~~vacant~~laws. ~~seat~~These onrisks ~~the~~and ~~Board~~others described under “Risk Factors” may not be exhaustive.

ToBy ~~fill~~their ~~the~~nature, ~~vacancy~~forward-looking statements involve risks and uncertainties because they relate to events and depend on ~~the~~circumstances ~~Board~~that ~~created~~may byor Mrmay not occur in the future. ~~Chen’s~~We ~~termination,~~caution onyou ~~October~~that 16forward-looking statements are not guarantees of future performance and that our actual results of operations, ~~2025~~financial condition and liquidity, and developments in the ~~Board~~industry ~~appointed~~in ~~Jeremy~~which ~~Krol,~~we operate may differ materially from those made in or suggested by the ~~Company’s~~forward-looking ~~current~~statements ~~Interim~~contained ~~Chief~~in ~~Executive~~this ~~Officer~~Report. In addition, aseven aif ~~Class~~our Iresults ~~director~~of tooperations, ~~hold~~financial ~~office~~condition ~~until~~and liquidity, and developments in the ~~Company’s~~industry ~~2025~~in ~~annual~~which ~~meeting~~we ofoperate ~~stockholders~~are ~~and~~consistent ~~until~~with ~~his~~the ~~successor~~forward-looking ~~shall~~statements ~~have~~contained ~~been~~in ~~duly~~this ~~elected~~Report, ~~and~~those ~~qualified~~results or ~~until~~developments ~~his~~may ~~earlier~~not ~~death,~~be ~~resignation~~indicative of results or ~~removal~~developments in subsequent periods.

Mr.Item Krol, age 48, joined the Company in January 2025 as Executive Vice President and Chief Operating Officer2.02 Mr.Results Krol was appointed as the Company’s interim Chief Executive Officer in July 2025. Mr. Krol has served as a sub-contractor to Switch Advisory Group since June 2024, in which he provided consulting services to the Company, including but not limited to fractional Chief Operating Officer services. From 2019 to 2024, Mr. Krol served as a startup advisor for Platform Calgary, which is a technology accelerator hub for technology startups. Mr. Krol holds a Bachelor of EngineeringOperations (Aerospace) degree from Carleton University and aFinancial Master of Business Administration degree from the University of CalgaryCondition.

AsOn ~~outlined~~November ~~in the Company’s Current Report on Form 8-K dated July 17~~6, 2025, Phunware, Inc. (the “Company,” ~~entered~~“we,” ~~into a Confidential Executive Employment Agreement dated July 14~~“us,” ~~2025~~or ~~(the~~ “~~Employment Agreement~~our”) ~~with~~issued ~~Mr.~~a ~~Krol~~press ~~pursuant~~release toannouncing ~~which~~its hefinancial ~~serves~~results asfor ~~Interim~~the ~~Chief~~third ~~Executive~~quarter ~~Officer~~ended ofSeptember ~~the~~30, ~~Company~~2025. ~~Mr.~~A ~~Krol,~~copy asof anthe ~~employee-director~~press ~~will~~release ~~not~~issued ~~receive~~concerning ~~any~~the ~~additional~~foregoing ~~compensation~~results ~~for~~is ~~his~~furnished ~~duties~~herewith as aExhibit ~~member~~99.1 ofand ~~the~~is ~~Board~~incorporated herein by reference.

~~There~~The ~~are~~information nocontained ~~arrangements~~herein, orincluding ~~understandings~~Exhibit ~~between Mr~~99.1, ~~Krol~~is ~~any~~furnished ~~other~~and ~~person~~shall ~~pursuant~~not tobe ~~which~~deemed ~~Mr.~~“filed” ~~Krol~~for ~~was~~purposes ~~named~~of Section 18 of the Securities Exchange Act of 1934, as aamended, ~~director~~or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the ~~Company.~~Securities ~~Mr.~~Act ~~Krol~~of ~~has~~1933, noas ~~direct~~amended. orThe ~~indirect~~information ~~material~~contained ~~interest~~herein and in the accompanying exhibit shall not be incorporated by reference into any ~~transaction~~filing orwith ~~proposed~~the ~~transaction~~Securities ~~required~~and toExchange beCommission ~~reported~~made ~~under~~by ~~Item~~the ~~404(a)~~Company, ofwhether ~~Regulation~~made ~~S-K~~before or ~~Item~~after ~~5.02(d)~~the date hereof, regardless of ~~Form~~any ~~8-K~~general incorporation language in such filing.

~~Item~~The 7Company is making reference to non-GAAP financial information in the press release.01 ~~Regulation~~A FDreconciliation ~~Disclosure~~of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

On October 22, 2025, the Company issued a press release announcing the appointment of Mr. Krol as a director.

The information in this Item 7.01, including Exhibit 99.1 hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference to the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1*		Press Release dated ~~October~~November 226, 2025 entitled “"Phunware ~~Announces~~Reports ~~Appointment~~Third ofQuarter ~~Jeremy~~2025 ~~Krol~~Financial ~~to Board of Directors”~~Results"
104		Cover Page Interactive Data File (formatted in Inline XBRL)

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Phunware, Inc.
Date:	~~October~~November 226, 2025	By:	/s/ Jeremy Krol
			Jeremy KrolInterim Chief Executive Officer

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