Interim CEO Jeremy Krol extends Phunware (NASDAQ: PHUN) role to May 15, 2026

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Phunware, Inc. filed an amended report to disclose a second amendment to Interim Chief Executive Officer Jeremy Krol’s Confidential Executive Employment Agreement, extending his initial employment term through May 15, 2026, unless earlier terminated under the agreement.

The initial term, set in July 2025 for six months, was first extended to April 15, 2026 and is now further extended. All other terms of the employment agreement remain in full force and effect, as previously described in the original filing and prior amendment.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial employment term length: Six months First extension end date: April 15, 2026 Second extension end date: May 15, 2026 +1 more

4 metrics

Initial employment term length Six months Original Confidential Executive Employment Agreement dated July 14, 2025

First extension end date April 15, 2026 Amendment No. 1 to Employment Agreement dated January 14, 2026

Second extension end date May 15, 2026 Amendment No. 2 to Employment Agreement dated April 14, 2026

Report signature date April 20, 2026 Date Phunware’s amended report was signed by Interim CEO

Key Terms

Material Definitive Agreement, Confidential Executive Employment Agreement, Interim Chief Executive Officer, Emerging growth company, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Confidential Executive Employment Agreement financial

"entered into a Confidential Executive Employment Agreement dated July 14, 2025"

Interim Chief Executive Officer financial

"Jeremy Krol was appointed to serve as the Company’s Interim Chief Executive Officer."

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Exhibit 10.1 regulatory

"10.1 | | Amendment No. 2 to Confidential Executive Employment Agreement"

Understanding 8-K Material Events →

04/20/2026 - 05:11 PM

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

FORM 8-K/A

CURRENT REPORT

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

     Date of Report (Date of earliest event reported): July 13, 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. ☐

EXPLANATORY NOTE

This amended Current Report on Form 8-K/A (this "Amended Form 8-K") amends the Current Report on Form 8-K filed by Phunware, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on July 17, 2025 (the "Original Form 8-K") and the Current Report on Form 8-K/A filed by the Company with the SEC on January 21, 2026. This Amended Form 8-K is being filed to disclose the execution of Amendment No. 2 to Confidential Executive Employment Agreement by and between the Company and Jeremy Krol.

Item 1.01 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 earlier terminated as provided by the Employment Agreement, and could be renewed at the discretion of the board of directors of the Company (the “Board”) for successive thirty (30) day periods. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

The Company and Mr. Krol executed Amendment No. 1 to Confidential Executive Employment Agreement dated as of January 14, 2026 (the “Employment Agreement Amendment”), pursuant to which the initial term of the Employment Agreement was extended to April 15, 2026 by amending and restating the first sentence of Section 1.2 of the Employment Agreement to read as follows: “The initial term of Executive’s employment under this Agreement shall be the period commencing on the Effective Date to and including April 15, 2026, unless earlier terminated as provided herein.” The terms of the Employment Agreement otherwise remain in full force and effect as further described in the Original Form 8-K.

Furthermore, the Company and Mr. Krol executed Amendment No. 2 to the Confidential Executive Employment Agreement dated as of April 14, 2026 (the "Second Employment Agreement Amendment"), pursuant to which the initial term of the Employment Agreement was further extended to May 15, 2026 by amending and restating the first sentence of Section 1.2 of the Employment Agreement to read as follows: "The initial term of Executive’s employment under this Agreement shall be the period commencing on the Effective Date to and including May 15, 2026, unless earlier terminated as provided herein.” The terms of the Employment Agreement otherwise remain in full force and effect as further described in the Original Form 8-K.

The foregoing is only a summary of the material terms of the Employment Agreement, as amended by the Second Employment Agreement Amendment, and does not purport to be a complete description of the rights and obligations of the parties thereunder. Furthermore, the foregoing is qualified in its entirety by reference to the Employment Agreement, which was filed as Exhibit 10.2 to the Original Form 8-K, and the Second Employment Agreement Amendment, which is filed as Exhibit 10.1 to this Amended Form 8-K, and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference to the extent applicable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Amendment No. 2 to Confidential Executive Employment Agreement by and between Phunware, Inc. and Jeremy Krol dated April 14, 2026
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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:	April 20, 2026	By:	/s/ Jeremy Krol
			Jeremy Krol Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Phunware (PHUN) change in Jeremy Krol’s employment agreement?

Phunware executed Amendment No. 2 to Interim CEO Jeremy Krol’s Confidential Executive Employment Agreement, extending the agreement’s initial term so that his employment now runs through May 15, 2026, unless it is earlier terminated under the agreement’s existing provisions and conditions.

How long was Jeremy Krol originally contracted to serve as Phunware’s Interim CEO?

Jeremy Krol’s original Confidential Executive Employment Agreement, dated July 14, 2025, provided an initial six‑month term as Interim Chief Executive Officer. That term could be renewed at the Phunware board’s discretion for successive thirty‑day periods, subject to earlier termination as provided in the agreement.

What was the first extension to Jeremy Krol’s Phunware employment agreement?

Under Amendment No. 1 to the Confidential Executive Employment Agreement, dated January 14, 2026, Phunware and Jeremy Krol extended the initial term of his Interim CEO agreement so that it would run through April 15, 2026, while leaving the remaining agreement terms otherwise unchanged.

What does Amendment No. 2 to Phunware’s CEO agreement do?

Amendment No. 2 to Jeremy Krol’s Confidential Executive Employment Agreement, dated April 14, 2026, further revises Section 1.2 so the initial term continues through May 15, 2026, unless earlier terminated, with all other terms of the agreement continuing in full force and effect.

Does the Phunware 8-K/A change other terms of Jeremy Krol’s compensation or duties?

The 8‑K/A states that only the first sentence of Section 1.2 is amended to extend the initial term and that the remaining terms of the Confidential Executive Employment Agreement, as previously described in the original report, otherwise remain in full force and effect.

Where can investors find the full text of Jeremy Krol’s Phunware employment agreements?

Phunware filed the original Confidential Executive Employment Agreement as Exhibit 10.2 to its earlier report and filed Amendment No. 2 as Exhibit 10.1 to this amended report, incorporating both by reference for a complete description of rights and obligations.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 23.6 KB