Management Change/Compensation (Form 8-K)

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.