Sec Form 4 Filing - Kroshka Dmitry @ Phunware, Inc. - 2026-06-25

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kroshka Dmitry 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 Executive Officer (Last) (First) (Middle) 1002 WEST AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2026 (Street) AUSTIN, TX78701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/25/2026 A( 1 ) 105,820 A $ 0 105,820 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Qualified Stock Option (right to buy) $ 5 06/25/2026 A 105,820 ( 2 ) 06/25/2036 Common Stock 105,820 $ 0 105,820 D Performance-based Restricted Stock Units $ 0 06/25/2026 A 317,460 ( 3 ) 05/13/2027 Common Stock 317,460 $ 0 423,280 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kroshka Dmitry 1002 WEST AVENUE AUSTIN, TX78701 Chief Executive Officer Signatures /s/ J. Brendhan Botkin, Attorney-in-Fact 06/26/2026 Signature of Reporting Person Date

Explanation of Responses:

( 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. ( 2 )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. ( 3 )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.

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).

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