Phunware Inc SEC Filings

Phunware, Inc. reported Q3 2025 results. Net revenue was $622 thousand, with software subscriptions and services contributing $446 thousand and advertising $176 thousand. Gross profit was $287 thousand, yielding a gross margin of 46.1%.

The company posted a net loss of $2.409 million for the quarter. Other income was $1.091 million, driven mainly by interest income of $1.077 million. Adjusted EBITDA was $(3.340) million. For the nine months, revenue totaled $1.765 million and gross profit $836 thousand.

Cash and cash equivalents were $103.783 million as of September 30, 2025, versus total liabilities of $7.315 million. Deferred revenue was $2.083 million and backlog $2.687 million, for a combined $4.770 million of billed and unbilled contract value to be recognized over time. Operating expenses were $3.787 million in Q3, including $2.308 million in general and administrative and $800 thousand in sales and marketing. As of November 4, 2025, 20,187,326 common shares were outstanding.

The company noted ongoing legal proceedings, with certain matters settled by insurers and others pending, and stated it intends to vigorously defend remaining claims.

Phunware, Inc. furnished an 8‑K announcing it issued a press release with financial results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1.

The company states the information is furnished, not filed, and will not be incorporated by reference. The release references non‑GAAP financial measures with reconciliations to the nearest GAAP measures included in Exhibit 99.1.

Phunware (PHUN) reported an insider transaction by its Chief Legal Officer. On 08/04/2025, the officer disposed of 504 shares of common stock at $2.71 per share, coded F, which indicates shares were surrendered to satisfy tax withholding obligations under the company’s 2018 Equity Incentive Plan.

Following the transaction, the reporting person beneficially owns 14,013 shares, held directly. The filing notes the price reflects the actual per-share sales price of the shares disposed.

Phunware, Inc. filed an amendment to update the record date for its 2025 Annual Meeting of Stockholders. The Board reset the record date to the close of business on October 23, 2025, determining which stockholders are entitled to receive notice of and vote at the meeting.

Stockholder proposals for inclusion in the company’s proxy materials must be received by the Corporate Secretary at 1002 West Avenue, Austin, Texas 78701 by the close of business on October 28, 2025, and must comply with the company’s bylaws and applicable SEC rules. The same October 28, 2025 deadline applies to proposals or director nominations not intended for inclusion. Time and location details for the meeting will appear in the forthcoming proxy statement.

Phunware (PHUN) appointed Interim Chief Executive Officer Jeremy Krol to its Board as a Class I director on October 16, 2025. He will serve until the Company’s 2025 annual meeting and until a successor is elected and qualified or earlier departure events occur.

Krol joined Phunware in January 2025 as EVP & COO and became Interim CEO in July 2025. As an employee‑director, he will not receive additional compensation for Board service. The Company states there are no arrangements leading to his appointment and no transactions requiring disclosure under Item 404(a). A press release announcing the appointment was furnished as Exhibit 99.1.

Phunware, Inc. set its 2025 Annual Meeting of Stockholders for December 17, 2025, with a record date of October 21, 2025 to determine voting eligibility.

Stockholder proposals for inclusion in proxy materials must arrive at the Corporate Secretary’s office by October 28, 2025 and comply with SEC rules and the company’s bylaws. Stockholders seeking to nominate directors or bring other business without inclusion in the proxy must also deliver notice by October 28, 2025 to the company’s Austin, Texas address.

Phunware's Chief Legal Officer, Olive Christopher D., reported a transaction on 08/11/2025 in which 202 shares of common stock were surrendered to satisfy tax withholding under the issuer's 2018 Equity Incentive Plan. The filing shows the disposed shares had an actual per-share sales price of $2.55, leaving the reporting person with 14,517 direct shares after the transaction. The report contains no derivative transactions and identifies the action as withholding for taxes.

Phunware, Inc. reported total net revenue of $1.143 million for the six months ended June 30, 2025, down 40.8% from $1.932 million a year earlier as advertising revenue sharply declined while software subscriptions rose. Advertising revenue fell to $75 thousand for the six months, a 92.2% drop, while software subscriptions increased 10.1% to $1.068 million. Gross profit for the six months was $549 thousand. The company recorded a six‑month net loss of $6.867 million and negative adjusted EBITDA of $8.854 million.

Phunware holds $106.3 million in cash and cash equivalents and had total assets of $108.08 million as of June 30, 2025. Backlog plus deferred revenue totaled $5.116 million with remaining performance obligations of $5.320 million. Management disclosed material weaknesses in internal controls, ongoing litigation (Wild Basin and WSGR arbitration), a board/audit‑committee composition issue with Nasdaq, and a change in the interim CEO.