{"url_path":"/sec/phun/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1665300/0001193125-26-228281-index.html","accession_number":"0001193125-26-228281","cik":"0001665300","ticker":"PHUN","issuer_name":"Phunware, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1665300/0001193125-26-228281-index.html","primary_entity_key":"0001665300","primary_entity_name":"Phunware, Inc."},"word_count":934,"has_tables":true,"body_markdown":"## Item 1.01 Entry into a Material Definitive Agreement.\n\nMaster Software and Services Agreement\n\n \n\nEffective May 13, 2026, Phunware, Inc. (the \"Company\") entered into a Master Software and Services Agreement (the “MSSA”) with Build Something LLC, a Delaware limited liability company (the “Developer”), pursuant to which the Company retained the Developer to create, perform and provide software development, solutions, software engineering, software deployment and other technology and intellectual property services to and for the Company in accordance with each Statement of Work (as defined therein) entered into thereunder from time to time. Unless terminated early, the MSSA will continue for a period of one year and will renew for up to two one-year renewal terms unless either party thereunder provides notice of termination within 90 days of the then-current term. The MSSA and each Statement of Work may be terminated (i) by mutual written agreement of the parties thereunder, (ii) for convenience by the Company upon 30 days’ written notice to the Developer or (iii) upon 30 days’ written notice by either party to the other party for material breach of the MSSA by such other party, if such material breach is not cured or remedied within 60 days of notice of such breach. The Company will pay the Developer fees as set forth in each Statement of Work as well as all reasonable, out-of-pocket, documented and pre-approved costs and expenses incurred by the Developer in the performance and provision of the services under such Statement of Work.\n\n \n\nIn connection with the MSSA, the Company and the Developer entered into a Statement of Work dated May 13, 2026 (included as Exhibit A to the MSSA, the “Initial Statement of Work”), which sets forth the terms under which the Developer will develop, test and implement the Company’s proposed Apollo 2.0 Program, including software development services, strategic advisory services and sales and marketing advisory services thereunder. The Company will pay the Developer aggregate project fees of up to $3,559,200, to be paid upon achievement of specified milestones. The term of the Initial Statement of Work commences on May 17, 2026, and continues until its tentative project completion date, May 17, 2027, unless terminated earlier in accordance with the MSSA.\n\n \n\nThe MSSA also contains various other customary terms and conditions, including representations and warranties, confidentiality, intellectual property, data privacy and cybersecurity, indemnification and limitation of liability provisions.\n\n \n\nThe foregoing description of the MSSA (including the Initial Statement of Work) does not purport to be complete and is qualified in its entirety by reference to the full text of the MSSA, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.\n\n \n\nDmitry Kroshka Employment Agreement\n\n \n\nOn May 12, 2026, in connection with the appointment of Dmitry Kroshka as Chief Executive Officer of the Company, the Company and Mr. Kroshka entered into a Confidential Executive Employment Agreement and a Side Letter to Confidential Executive Employment Agreement dated May 12, 2026, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively (collectively, the “CEO Employment Agreement”), pursuant to which Mr. Kroshka will serve as Chief Executive Officer of the Company. The CEO Employment Agreement has an indefinite term, subject to termination by either party. The Company or Mr. Kroshka may terminate the CEO Employment Agreement at any time with or without cause, provided that Mr. Kroshka shall provide at least 60 days’ written notice to the Company if without good reason.\n\n \n\nThe CEO Employment Agreement provides for compensation that includes (i) an annual base salary of $475,000, (ii) an annual discretionary bonus to be between 50% and 150% of the base salary, with the actual award value to be determined by the Company or the Board of Directors in its sole discretion based on factors including the strength of Mr. Kroshka’s performance and the performance of the Company, (iii) a cash performance bonus of up to 50% of the base salary ($237,500), only if Mr. Kroshka meets certain performance metrics, which includes $118,750 for the successful hiring of key executives by May 30, 2026 and $118,750 for the successful launch of the Apollo 2.0 Program (which is a project undertaken to deploy a new customer platform) and completion of a successful Strategic Transaction (as outlined in the CEO Employment Agreement), and (iv) equity compensation having an aggregate value of $1,000,000 (the “Initial Equity Award”) based on the closing price of the Company’s common stock on the applicable date of grant, comprised of up to $200,000 in time-vested restricted stock units, up to $600,000 in performance-vested restricted stock units, and up to $200,000 in stock options, subject to certain vesting schedules and achievement milestones as outlined in the CEO Employment Agreement. The Initial Equity Award may be issued under a Company incentive plan or as a non-plan inducement award in the discretion of the Board of Directors or its Compensation Committee. The CEO Employment Agreement further provides that, if Mr. Kroshka’s employment is terminated by the Company without “cause” or by Mr. Kroshka for “good reason,” Mr. Kroshka is entitled to certain accrued benefits and separation pay as described in the CEO Employment Agreement.\n\nThe foregoing is only a summary of the material terms of the CEO Employment 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 CEO Employment Agreement, which is filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference."}