Phunware, Inc.

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K filed with the SEC on March 27, 2026 for the year ended December 31, 2025 and the information set forth below or contained elsewhere in this Report. The risks and uncertainties described within our Form 10-K for the year ended December 31, 2025 and set forth below are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.

Activist investors could cause us to incur substantial costs, divert management's attention and cause a disruption to or uncertainty about the strategic direction of our business.

Publicly-traded companies have increasingly become subject to activist investor campaigns. We have received communications by an activist investor urging us to take certain corporate actions. Activist investors may propose changes to our board composition, executive compensation or other governance policies. Responding to actions of an activist investor may be a significant distraction for our management team and could require us to expend significant time and resources, including legal, insurance, administrative and proxy solicitation expenses and associated costs. In addition, perceived uncertainties as to our future direction that can arise from potential changes sought by activist investors may lead to the perception of a change in the strategic direction of the business, instability or lack of continuity which may be exploited by our competitors, may cause concern to our current or potential customers or other partners, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. Any of these conditions could materially affect our business, results of operations, cash flows and financial condition or cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.