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 November 1, 2024, Troy Reisner notified Phunware, Inc. (the "Company") that he intends to step down as Chief Financial Officer of the Company on or after November 15, 2024 and prior to November 30, 2024. Mr. Reisner's pending departure from the Company is not due to any disagreement with respect to any matter relating to the Company's operations, policies or practices or any issues regarding accounting or other financial policies or practices.

The Company has initiated a search for potential candidates to replace Mr. Reisner. Until the Company engages a replacement for Mr. Reisner, the Company's Interim Chief Executive Officer, Stephen Chen, will work with the Company's Vice President of Accounting and Financial Reporting, Brendhan Botkin, to assume the duties as principal financial officer and principal accounting officer of the Company.