[Form 3] Phunware, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Phunware (PHUN) disclosed an officer’s beneficial ownership under Section 16. The reporting person, Vice President, Accounting, reported 12,853 shares of Common Stock held directly as of the event date. This total includes 9,854 shares (reflecting vested RSUs net of shares sold for taxes) and remaining unvested RSUs scheduled to vest, subject to continued service: 1,333 RSUs on June 1, 2026 from the May 2023 grant and 1,666 RSUs on August 3, 2026 from the August 2023 grant. The filing reflects a single reporting person and lists no derivative securities.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Botkin John Brendhan

(Last) (First) (Middle)

502 14TH AVE. N

(Street)

JACKSONVILLE BEACH FL 32250

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2025

3. Issuer Name and Ticker or Trading Symbol
Phunware, Inc. [ PHUN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President, Accounting

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,853(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person was granted (i) 4,000 restricted stock units (RSUs) on May 25, 2023, vesting annually over three years (the "May 2023 Grant"), of which two-thirds of the RSUs have vested and (ii) 5,000 RSUs on August 31, 2023, vesting annually over three years (the "August 2023 Grant"), of which two-thirds of the RSUs have vested. The number of shares reported in Table I, Box 2 above of Phunware, Inc. (the "Company") common stock, par value $0.0001 ("Common Stock"), is comprised of (a) 9,854 shares of Common Stock, which includes vested RSUs under the May 2023 Grant and the August 2023 Grant, less shares of Common Stock sold for taxes, (b) the remaining 1,333 RSUs to vest on June 1, 2026 pursuant to the May 2023 Grant, subject to the Reporting Person's continued service with the Company, and (c) the remaining 1,666 RSUs to vest on August 3, 2026 pursuant to the August 2023 Grant, subject to the Reporting Person's continued service with the Company.

	/s/ J. Brendhan Botkin	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PHUN’s officer report owning in this filing?

The officer reported 12,853 shares of Common Stock held directly.

How many vested shares are included in the 12,853 total for PHUN?

It includes 9,854 shares, reflecting vested RSUs net of shares sold for taxes.

What RSUs remain unvested for the PHUN officer?

Unvested RSUs include 1,333 vesting on June 1, 2026 and 1,666 vesting on August 3, 2026, subject to continued service.

What is the officer’s role at Phunware (PHUN)?

The reporting person is Vice President, Accounting.

Was the ownership reported as direct or indirect?

The filing states Direct (D) ownership.

When was the event date for this PHUN ownership report?

The event date was 11/07/2025.