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[SCHEDULE 13D] Phunware, Inc. Major Shareholder Acquisition (>5%)

Phunware, Inc. shareholder Zhengxu He has reported a 2.6% beneficial stake in the company’s common stock.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Phunware, Inc. shareholder Zhengxu He has reported a 2.6% beneficial stake in the company’s common stock. The filing shows beneficial ownership of 520,000 shares, with sole voting and dispositive power over all of them.

He acquired these shares using personal funds as an “active investor,” purchasing in the open market between early February and late March 2026 at prices ranging from $1.61 to $1.88 per share.

Positive

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Negative

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Insights

An individual investor has accumulated a modest but active 2.6% stake.

Zhengxu He reports beneficial ownership of 520,000 Phunware shares, or 2.6% of the common stock, with sole voting and dispositive power. The stake was built with personal funds across multiple open‑market purchases in Q1 2026.

The filer describes the role as an active investor, which can sometimes signal an intent to engage on strategy or governance, though no specific plans are detailed here. Given the relatively small percentage of the company, this is notable but not transformative for overall control dynamics.

Beneficial ownership 520,000 shares Common stock beneficially owned as reported in Schedule 13D
Ownership percentage 2.6% Percent of Phunware common stock represented by 520,000 shares
Purchase on Feb 4, 2026 90,000 shares at $1.63/share Open-market transaction; total $146,674.56
Purchase on Feb 5, 2026 270,000 shares at $1.61/share Open-market transaction; total $435,091.44
Purchase on Feb 9, 2026 100,000 shares at $1.76/share Open-market transaction; total $175,663.37
Purchase on Feb 11, 2026 30,000 shares at $1.88/share Open-market transaction; total $56,468.00
Purchase on Mar 30, 2026 30,000 shares at $1.67/share Open-market transaction; total $49,994.86
Sole voting power 520,000 shares Shares over which the reporting person has sole voting power
beneficially owned financial
"Aggregate amount beneficially owned by each reporting person 520,000.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole Voting Power financial
"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 520,000.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Sole Dispositive Power financial
"9 | Sole Dispositive Power 520,000.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
active investor financial
"Item 4. | Purpose of Transaction | Active investor"
Common Stock financial
"Title of Class of Securities: Common Stock"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Phunware (PHUN) does Zhengxu He report owning?
Zhengxu He reports beneficial ownership of 520,000 Phunware shares, representing 2.6% of the company’s common stock. This percentage reflects his sole voting and dispositive power over all reported shares, as disclosed in the Schedule 13D filing.

How many Phunware (PHUN) shares does Zhengxu He beneficially own?
According to the Schedule 13D, Zhengxu He beneficially owns 520,000 shares of Phunware common stock. He holds sole voting and dispositive power over these shares, indicating full decision-making authority regarding how they are voted and whether they are sold.

At what prices did Zhengxu He buy Phunware (PHUN) shares?
The filing lists several open-market purchases between February and March 2026 at prices from $1.61 to $1.88 per share. Individual trades include 270,000 shares at $1.61, 90,000 at $1.63, 100,000 at $1.76, and smaller blocks at $1.67 and $1.88.

When did Zhengxu He purchase his Phunware (PHUN) stake?
The Schedule 13D shows purchases on February 4, 5, 9, 11, and March 30, 2026. These trades cumulatively built his 520,000-share position, all executed within the first quarter of 2026 according to the transaction table in Item 5.

How did Zhengxu He fund his Phunware (PHUN) share purchases?
Item 3 of the filing states that the Phunware share purchases were financed with personal funds. This means the investor did not disclose using margin loans or third-party financing arrangements to acquire the 520,000-share position reported in the Schedule 13D.

What is the stated purpose of Zhengxu He’s investment in Phunware (PHUN)?
Item 4 of the Schedule 13D describes the purpose of the transaction as “Active investor.” This signals an intention to be engaged rather than purely passive, although the filing does not outline specific strategic, operational, or governance plans at this time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


schemaVersion:


SCHEDULE 13D






SCHEDULE 13D


He Zhengxu
Signature:Zhengxu He
Name/Title:Zhengxu He
Date:04/06/2026

Source: View Original Filing on SEC EDGAR

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