Phunware (PHUN) CEO awarded RSUs, performance PSUs and $5.00 options
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Phunware, Inc. Chief Executive Officer Dmitry Kroshka reported multiple equity compensation awards. He received 105,820 restricted stock units, each representing a right to one share of common stock, vesting over three years starting on May 13, 2026, subject to continued service.
He was also granted 317,460 performance-based restricted stock units that may vest only if the stock’s volume weighted average price reaches at least $5.00 per share for 20 days and the company generates at least $4.5 million in trailing 12-month revenue excluding professional services, while he remains employed. In addition, he received a non-qualified stock option for 105,820 shares of common stock at an exercise price of $5.00 per share, vesting over four years from May 13, 2026 and expiring on June 25, 2036. These are grants, not open-market share purchases.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Kroshka Dmitry
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Non-Qualified Stock Option (right to buy) | 105,820 | $0.00 | -- |
| Grant/Award | Performance-based Restricted Stock Units | 317,460 | $0.00 | -- |
| Grant/Award | Common Stock | 105,820 | $0.00 | -- |
Holdings After Transaction:
Non-Qualified Stock Option (right to buy) — 105,820 shares (Direct, null);
Performance-based Restricted Stock Units — 423,280 shares (Direct, null);
Common Stock — 105,820 shares (Direct, null)
Footnotes (1)
- On June 25, 2026, the Reporting Person was granted the number of restricted stock units ("RSUs") in Table I, Box 4 above, each of which represents a contingent right to receive one share of Phunware, Inc. common stock. The RSUs are subject to a three-year vesting schedule commencing on May 13, 2026, with one-third of the RSUs vesting on the first anniversary of the commencement date, and the remaining amount vesting in quarterly installments thereafter, subject to the Reporting Person continuing to provide service through such date. The stock option is subject to a four-year vesting schedule commencing on May 13, 2026, with one-quarter of the shares vesting on the first anniversary of the commencement date, and the remaining amount vesting in equal quarterly installments thereafter, subject to the Reporting Person continuing to provide service through such date. The performance-based restricted stock units ("PSUs") are subject to vesting upon the Issuer's achievement of a volume weighted average price at or above $5.00 per share for 20 days and revenue of at least $4.5 million for a trailing 12 month period (excluding professional services revenue), which may be pro-rated in the event that the Issuer terminates the Reporting Person without cause within a year. The PSUs are subject to the Reporting Person's continued employment.
Key Figures
Restricted stock units granted: 105,820 units
Performance-based RSUs granted: 317,460 units
Revenue performance hurdle: $4.5 million
+5 more
8 metrics
Restricted stock units granted
105,820 units
RSUs granted on June 25, 2026; three-year vesting from May 13, 2026
Performance-based RSUs granted
317,460 units
Subject to stock price and revenue performance conditions and continued employment
Revenue performance hurdle
$4.5 million
Trailing 12-month revenue required for PSU vesting, excluding professional services revenue
Stock price performance hurdle
$5.00 per share
Volume weighted average price for 20 days required for PSU vesting
Stock options granted
105,820 options
Non-qualified options granted June 25, 2026
Option exercise price
$5.00 per share
Strike price for non-qualified stock option on common stock
Option expiration date
June 25, 2036
Expiration for non-qualified stock option grant
Shares after RSU grant
105,820 shares
Total common shares reported following RSU-related acquisition
Key Terms
restricted stock units, performance-based restricted stock units, volume weighted average price, trailing 12 month period, +2 more
6 terms
restricted stock units financial
"the Reporting Person was granted the number of restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"The performance-based restricted stock units ("PSUs") are subject to vesting"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
volume weighted average price financial
"upon the Issuer's achievement of a volume weighted average price at or above $5.00"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
trailing 12 month period financial
"revenue of at least $4.5 million for a trailing 12 month period"
Non-Qualified Stock Option financial
"Non-Qualified Stock Option (right to buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
vesting schedule financial
"The RSUs are subject to a three-year vesting schedule commencing on May 13, 2026"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
FAQ
What equity awards did Phunware (PHUN) CEO Dmitry Kroshka report?
Dmitry Kroshka reported grants of 105,820 restricted stock units, 317,460 performance-based restricted stock units, and a non-qualified stock option for 105,820 shares at $5.00 per share. All awards are compensation-based and subject to multi-year vesting conditions.
How do Dmitry Kroshka’s new Phunware RSUs vest?
The 105,820 restricted stock units vest over three years starting May 13, 2026. One-third vests on the first anniversary, with the remaining units vesting in quarterly installments, contingent on Mr. Kroshka continuing to provide service to Phunware through each vesting date.
What performance goals apply to Phunware CEO Dmitry Kroshka’s PSUs?
The 317,460 performance-based RSUs vest only if Phunware’s stock achieves a $5.00 volume weighted average price for 20 days and trailing 12‑month revenue of at least $4.5 million excluding professional services, while he remains employed. Vesting may be prorated if he is terminated without cause within a year.
What are the terms of Dmitry Kroshka’s new Phunware stock options?
He received a non-qualified stock option covering 105,820 shares of common stock at a $5.00 exercise price. The option vests over four years starting May 13, 2026, with one-quarter vesting after one year and the rest in equal quarterly installments, and expires June 25, 2036.
Are Dmitry Kroshka’s reported Phunware transactions open-market buys or compensation grants?
All reported transactions are equity compensation grants, not open-market purchases. They include restricted stock units, performance-based restricted stock units, and stock options awarded at no cash cost per unit, subject to vesting, performance conditions, and Mr. Kroshka’s continued employment with Phunware.