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Phunware, Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

PHUN$1.79+2.3%Stored close · as of Nov 9, 2026

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Item 6. Exhibits

Unless otherwise noted, the exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Exhibit No.Description
3.1Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 001-37862), filed with the SEC on January 2, 2019).
3.2Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 001-37862), filed with the SEC on November 4, 2022).
3.3Certificate of Amendment to the Certificate of Incorporation filed February 23, 2024 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 001-37862) filed with the SEC on February 28, 2024.)
4.1Description of Securities (Incorporated by reference to Exhibit 4.15 of the Registrant’s Form 10-K (File No. 001-37862), filed with the SEC on March 31, 2021).
10.1Confidential Employment Agreement by and between Phunware, Inc. and Jeremy Krol dated July 14, 2025 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (File No. 001-37862), filed with the SEC on July 17, 2025).
10.2Amendment No. 1 to Confidential Employment Agreement by and between Phunware, Inc. and Jeremy Krol dated January 14, 2026 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K/A (File No. 001-37862), filed with the SEC on January 21, 2026).
10.3Amendment No. 2 to Confidential Employment Agreement by and between Phunware, Inc. and Jeremy Krol dated April 14, 2026 (Incorporated by reference to the Registrant’s Form 8-K/A (File No. 001-37862), filed with the SEC on April 20, 2026.
10.4Confidential Executive Employment Agreement by and between Phunware, Inc. and Dmitry Kroshka dated May 12, 2026 (Incorporated by reference to the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on May 18, 2026).
10.5Side Letter to the Confidential Executive Employment Agreement by and between Phunware, Inc. and Dmitry Kroshka dated May 12, 2026 (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No. 001-37862), filed with the SEC on May 18, 2026).
10.6^#Master Software and Services Agreement by and between Phunware, Inc. and Build Something, LLC (d/b/a Build Something Product Group / BSPG), dated May 13, 2026.
10.7^#Amended and Restated Statement of Work No. 1 by and between Phunware, Inc. and Build Something, LLC (d/b/a Build Something Product Group / BSPG), dated August 10, 2026.
10.8Phunware, Inc. 2026 Inducement Plan (Incorporated by reference to Exhibit 99.1 of the Registrant's Form S-8 (File No. 001-37862), filed with the SEC on June 25, 2026).
31.1*Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2*Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1*(1)Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS*Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith
^Certain attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
#Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
(1)The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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