PHUN Chief Legal Officer reduces holding by 202 shares for tax withholding

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share surrender by an insider; procedural and not a governance shift.

The Form 4 discloses that Olive Christopher D., serving as Chief Legal Officer and a director, surrendered 202 shares under the company's 2018 Equity Incentive Plan to cover tax obligations. This administrative disposition reduces direct holdings to 14,517 shares but does not indicate a change in control, a planned portfolio reallocation, or a material corporate action. No derivative transactions are reported.

Securities Analyst

TL;DR: Small insider disposition at $2.55 per share; immaterial to company valuation or market capitalization.

The reported disposal of 202 shares at an actual price of $2.55 appears to be a tax-withholding event tied to equity compensation rather than a voluntary market sale for cash needs. Given the size of the transaction relative to total outstanding shares (not provided in this filing), the action is likely immaterial to investors from a capitalization or signaling standpoint. Table II shows no derivative activity.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Olive Christopher D.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	202	$2.55	$515.10

Holdings After Transaction: Common Stock — 14,517 shares (Direct)

Footnotes (1)

1. Represents shares surrendered by the Reporting Person for withholding of taxes pursuant to the terms of the Issuer's 2018 Equity Incentive Plan. The price reported in Table I, Box 4 above reflects the actual per share sales price of the shares disposed.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Olive Christopher D.

(Last) (First) (Middle)

1002 WEST AVENUE

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2025		F		202(1)	D	$2.55(2)	14,517	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares surrendered by the Reporting Person for withholding of taxes pursuant to the terms of the Issuer's 2018 Equity Incentive Plan.

2. The price reported in Table I, Box 4 above reflects the actual per share sales price of the shares disposed.

	/s/ J. Brendhan Botkin, Attorney-in-Fact	08/13/2025
	** 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 4 (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.