Interim CEO contract at Phunware (NASDAQ: PHUN) extended to Apr 2026

Rhea-AI Filing Summary

Phunware, Inc. has amended its executive employment agreement with Interim Chief Executive Officer Jeremy Krol to extend his initial term. The original agreement, dated July 14, 2025, provided a six-month term that could be renewed in 30-day increments at the board’s discretion. Under the new amendment dated January 14, 2026, Mr. Krol’s initial term now runs through April 15, 2026, unless ended earlier under the agreement’s termination provisions. All other terms of his employment agreement remain in effect, with the full contracts available as exhibits for more detail.

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.

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Accepted by SEC EDGAR 01/21/2026 - 04:05 PM Learn about SEC filing dates

FAQ

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

Phunware executed Amendment No. 1 to Jeremy Krol’s Confidential Executive Employment Agreement, extending the initial term of his employment as Interim Chief Executive Officer to April 15, 2026, while keeping other terms in place.

What is Jeremy Krol’s role at Phunware (PHUN)?

Jeremy Krol serves as Phunware’s Interim Chief Executive Officer under a Confidential Executive Employment Agreement originally dated July 14, 2025, as modified by the new amendment.

Does the amendment for Phunware’s interim CEO change anything besides the term end date?

The amendment updates the initial term so that it now runs through April 15, 2026. The filing states that the other terms of the Employment Agreement remain in full force and effect.

Where can investors find the full text of Phunware’s agreement with Jeremy Krol?

The original Confidential Executive Employment Agreement was filed as Exhibit 10.2 to the earlier report, and Amendment No. 1 is filed as Exhibit 10.1 to this amended report and is incorporated by reference.

Why did Phunware file this 8-K/A amendment?

The company filed this amended report to disclose the execution of Amendment No. 1 to the Confidential Executive Employment Agreement between Phunware and Interim CEO Jeremy Krol.

Which items of the report cover the interim CEO agreement at Phunware?

The extension of Jeremy Krol’s agreement is described under Item 1.01 (Entry into a Material Definitive Agreement), and that disclosure is also referenced under Item 5.02 concerning officers and their arrangements.

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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 on July 17, 2025 (the "Original Form 8-K"). This Amended Form 8-K is being filed to disclose the execution of Amendment No. 1 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.

The foregoing is only a summary of the material terms of the Employment Agreement, as amended by the 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 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. 1 to Confidential Executive Employment Agreement by and between Phunware, Inc. and Jeremy Krol dated January 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:	January 21, 2026	By:	/s/ Jeremy Krol
			Jeremy Krol Interim Chief Executive Officer