{"url_path":"/sec/phun/8-k/2026-05-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","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":326,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nThe matters described in Item 1.01 and Item 1.02 of this Current Report on Form 8-K are incorporated herein by reference to the extent applicable.\n\n \n\nOn May 12, 2026, Jeremy Krol notified the Company of his voluntary resignation from the Board of Directors. Mr. Krol’s resignation was not due to any disagreement with the Company, its management, the Board of Directors or any committee thereof, or with respect to any matter relating to the Company’s operations, policies or practices. Upon effectiveness of Mr. Krol’s resignation, the Company’s Board of Directors now consists of three directors, all of which are considered independent under applicable Nasdaq Listing Rules and rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”).\n\n \n\nAs noted above, on May 12, 2026, the Board of Directors appointed Dmitry Kroshka as Chief Executive Officer of the Company. Mr. Kroshka, age 51, has consulted and served as a senior advisor to the Company since October 2025, working with the Company on growth strategy, product direction and the development of its next-generation Guest Intelligence Platform. From 2016 to 2026, Mr. Kroshka served as Chief Executive Officer of Spark Brands, Inc. Mr. Kroshka brings more than two decades of experience across artificial intelligence, hospitality technology, marketing technology, SaaS, digital media and consumer platforms, including leadership and advisory roles with Oracle, FCB Global, FOX Digital Entertainment and multiple venture-backed technology companies.\n\n \n\nExcept as set forth above and in Item 1.01, there are no arrangements or understandings between Mr. Kroshka and any other persons pursuant to which Mr. Kroshka was named as an executive of the Company. There are no family relationships between Mr. Kroshka and any of the Company’s directors or executive officers. Additionally, Mr. Kroshka does not have any direct or indirect material interest in any transaction to be disclosed pursuant to Item 404(a) of Regulation S-K."}