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Phunware, Inc. 8-K Filings

PHUN NASDAQ

Every 8-K that Phunware, Inc. (PHUN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow PHUN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PHUN filings page.

Rhea-AI Summary

Phunware, Inc. reported Q2 2026 results with net revenue of $0.8 million, up 76% from $0.5 million a year earlier, and gross margin improving to 69.0% from 41.8%. The company posted a net loss of $5.2 million, or $0.26 per share, and an Adjusted EBITDA loss of $5.5 million.

For the first half of 2026, net revenue was $1.3 million and net loss $8.4 million. Cash and cash equivalents totaled $92.1 million as of June 30, 2026, with no debt, and net cash used in operations was $8.5 million. Management highlighted its 2.0 Strategy built around an AI-enabled Guest Intelligence Platform, including AI Concierge and AI Itinerary Builder, recent leadership and advisor additions, and running 12‑month customer retention above 95%.

Rhea-AI Summary

Phunware announced a major leadership transition and a new product-focused development agreement to advance its "2.0 Strategy" and next-generation Guest Intelligence Platform.

Dmitry Kroshka, a long-time advisor with AI and hospitality tech experience, has been appointed Chief Executive Officer under an employment agreement that includes a $475,000 base salary, variable cash bonuses tied to performance milestones, and $1,000,000 in equity-based compensation. Former interim CEO Jeremy Krol returns to his role as Chief Operating Officer and has resigned from the Board, leaving three independent directors.

The company entered into a Master Software and Services Agreement with Build Something LLC and an initial Statement of Work to develop, test and implement the Apollo 2.0 Program. Phunware will pay up to $3,559,200 based on project milestones from May 2026 through a tentative completion in May 2027. Management highlights 95%+ customer retention, a strong cash position with no debt, and growing momentum in its AI Concierge product as it prepares broader commercial rollout and investor outreach.

Rhea-AI Summary

Phunware reported mixed first-quarter 2026 results, with lower revenue but improved profitability metrics. Net revenue was $0.5 million, down 21% from $0.7 million a year earlier, while gross margin rose to 70.8% from 52.2%.

The company reduced its net loss to $3.2 million from $3.7 million, and net cash used in operations improved to $2.7 million from $3.3 million. Adjusted EBITDA was a loss of $3.9 million versus a $4.7 million loss in the prior-year quarter. Phunware ended March 31, 2026 with $97.9 million in cash and cash equivalents and no debt, and highlighted new hospitality-focused products, its AI Concierge solution, and the final settlement and dismissal of legacy legal proceedings.

Rhea-AI 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.

Rhea-AI Summary

Phunware, Inc. reported mixed results for Q4 and full-year 2025, combining improving margins and strong liquidity with continued operating losses and lower annual revenue. Net revenue in Q4 2025 increased 33% to $0.8 million from $0.6 million a year earlier, while gross margin climbed to 57.7% from 23.3%. The quarterly net loss narrowed to $2.1 million, or ($0.11) per share, versus a loss of $2.6 million, or ($0.15) per share, in Q4 2024.

For full-year 2025, net revenue declined to $2.6 million from $3.2 million in 2024, but gross margin improved to 50.6%, up 500 basis points. The company posted a net loss of $11.4 million, or ($0.57) per share, compared with a $10.3 million loss, or ($0.94) per share, in 2024, and adjusted EBITDA was a loss of $16.1 million. Net cash used in operations was $12.5 million, slightly better than the prior year.

Phunware ended 2025 with $100.6 million in cash and cash equivalents and $96.3 million of stockholders’ equity, providing significant financial capacity relative to its current revenue scale. Management highlighted a strategic shift toward hospitality and related markets, launching new hospitality-focused product tiers and advancing its AI Concierge offering that integrates generative AI with the company’s navigation and mapping technology.

Rhea-AI 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.

Rhea-AI Summary

Phunware, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 17, 2025. Stockholders elected Class I directors Jeremy Krol and Ed Lu to serve until the 2028 annual meeting or until their successors are elected and qualified. Krol received 2,087,084 votes for and 117,831 withheld, while Lu received 2,080,296 votes for and 124,619 withheld, with 5,646,493 broker non-votes for each nominee.

Stockholders also approved the ratification of CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 7,458,805 votes for, 172,459 against and 220,144 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the company’s named executive officers with 1,939,816 votes for, 204,395 against and 60,704 abstentions, plus 5,646,493 broker non-votes. In a separate non-binding advisory vote on frequency, stockholders most strongly supported holding the say-on-pay vote every one year, with 1,601,016 votes for one year, 78,829 for two years, 441,442 for three years and 83,628 abstentions.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Phunware, Inc. filed a Current Report stating that on August 8, 2025 it issued a press release announcing its financial results for the second quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 and the report notes the press release contains reconciliations of non-GAAP measures to the nearest comparable GAAP measures. The filing explicitly states the furnished information is not "filed" for Section 18 liability purposes and will not be incorporated by reference into other SEC filings. The report includes a Cover Page Interactive Data File as Exhibit 104 and is signed by CEO Jeremy Krol.

Rhea-AI Summary

Phunware, Inc. reported that its Board of Directors, acting through a special committee of independent directors, has rescinded the Executive Chairman and Chief Artificial Intelligence (AI) Architect Agreement with Board chairperson Rahul Mewawalla. This agreement had been entered into on July 13, 2025, when he was appointed Executive Chairman and Chief AI Architect to provide executive advisory and AI services and support to the interim CEO.

On August 4, 2025, the Board formed a special committee of independent directors Quyen Du and Elliot Han to review the circumstances surrounding the agreement. Based on information that emerged after the agreement was executed, the committee determined there was a proper basis to rescind it and that doing so was in the best interests of the company and its shareholders. The company notified Mr. Mewawalla of the rescission on August 7, 2025.