SEC Form 4 · accession 0001193125-26-285589
Phunware, Inc. · PHUN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dmitry Kroshka
Officer — Chief Executive Officer
Period of report
Jun 25, 2026
Accepted (ET)
Jun 26, 2026 · 4:35 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001665300
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 25, 2026 | A | 105,820 | $0.00 | A | 105,820 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2 | $5.00 | Jun 25, 2026 | A | 105,820 | A | — | Jun 25, 2036 | Common Stock | 105,820 | 105,820 | D |
| Performance-based Restricted Stock UnitsF3 | $0.00 | Jun 25, 2026 | A | 317,460 | A | — | May 13, 2027 | Common Stock | 317,460 | 423,280 | D |
Explanation of responses
- F1On 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.
- F2The 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.
- F3The 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.