Phunware Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Phunware Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 2, 2025, Jeremy Kidd separated from Phunware, Inc. (the "Company") as its Senior Vice President, Head of Sales, without cause, effective on the same date. The Company currently does not anticipate backfilling the position of Senior Vice President, Head of Sales, and sales personnel who previously reported to the Senior Vice President, Head of Sales, will report directly to the Company's Interim Chief Executive Officer. In connection with Mr. Kidd's separation, the Company entered into a separation and release agreement with Mr. Kidd dated December 5, 2025 (the “Separation Agreement”). The Separation Agreement provides that Mr. Kidd’s employment with the Company terminated effective as of December 2, 2025. The Separation Agreement also provides for a general release of claims by Mr. Kidd. Pursuant to the Separation Agreement, Mr. Kidd will receive an amount equal to $90,000, comprised of (i) a lump sum equivalent to 3 months of Mr. Kidd’s base salary for a total of $75,000, less applicable withholding, and (ii) a supplemental payment of $15,000. The Company thanks Mr. Kidd for his many years of service and wishes him the best in his future endeavors.

The foregoing is only a summary of the material terms of the Separation Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. Furthermore, the foregoing is qualified in its entirety by reference to the Separation Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.