New Phunware (NASDAQ: PHUN) CEO, $3.56M Apollo 2.0 pact to drive 2.0 Strategy
Rhea-AI Filing Summary
Phunware announced a major leadership transition and a new product-focused development agreement to advance its "2.0 Strategy" and next-generation Guest Intelligence Platform.
Dmitry Kroshka, a long-time advisor with AI and hospitality tech experience, has been appointed Chief Executive Officer under an employment agreement that includes a $475,000 base salary, variable cash bonuses tied to performance milestones, and $1,000,000 in equity-based compensation. Former interim CEO Jeremy Krol returns to his role as Chief Operating Officer and has resigned from the Board, leaving three independent directors.
The company entered into a Master Software and Services Agreement with Build Something LLC and an initial Statement of Work to develop, test and implement the Apollo 2.0 Program. Phunware will pay up to $3,559,200 based on project milestones from May 2026 through a tentative completion in May 2027. Management highlights 95%+ customer retention, a strong cash position with no debt, and growing momentum in its AI Concierge product as it prepares broader commercial rollout and investor outreach.
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Insights
Phunware pairs a CEO change with a sizable Apollo 2.0 build contract to push its platform strategy.
Phunware is installing Dmitry Kroshka as CEO with a compensation package geared toward performance, including an annual base salary of $475,000, variable bonuses, and $1,000,000 in equity split across time- and performance-based awards and options. This structure ties a meaningful portion of pay to execution on strategic goals.
Concurrently, the company signed a Master Software and Services Agreement with Build Something LLC, including an initial Apollo 2.0 Statement of Work with aggregate project fees of up to $3,559,200, payable on milestone completion between May 2026 and a tentative end date in May 2027. This represents a significant planned investment in its next-generation Guest Intelligence Platform.
Management emphasizes 95%+ customer retention, AI Concierge engagement above internal forecasts, and a strong cash position with no debt. These factual markers suggest a healthier operating base, but the actual financial and commercial impact of the leadership and product initiatives will only become clear in subsequent quarterly results and updates.
8-K Event Classification
Key Figures
Key Terms
Master Software and Services Agreement financial
Statement of Work financial
performance-vested restricted stock units financial
Strategic Transaction financial
Regulation FD Disclosure regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Master Software and Services Agreement
Effective 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.
In 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.
The 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.
The 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.
Dmitry Kroshka Employment Agreement
On 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.
The 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.
The 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.
Item 1.02 Termination of a Material Definitive Agreement.
Jeremy Krol Employment Agreement Termination, Employment Agreement Reinstatement, and Board Directorship Resignation
On May 12, 2026, the Company terminated its Confidential Executive Employment Agreement with Jeremy Krol dated as of July 14, 2025, as amended by Amendment No. 1 to Confidential Executive Employment Agreement dated as of January 14, 2026 and Amendment No. 2 to Confidential Executive Employment Agreement dated as of April 14, 2026 (collectively, the “Interim CEO Employment Agreement”), pursuant to which Mr. Krol served as Interim Chief Executive Officer of the Company. Pursuant to the terms of the Interim CEO Employment Agreement, upon expiration or earlier termination thereof, Mr. Krol is to resume and transition back to his prior role as Chief Operating Officer of the Company under the terms of that certain Confidential Executive Employment Agreement dated as of January 31, 2025 (the “COO Employment Agreement”), unless otherwise agreed by the parties thereto in writing. Consequently, effective as of May 12, 2026, the Company and Mr. Krol agreed to the transition of Mr. Krol back into his role as Chief Operating Officer of the Company and the reinstatement of the COO Employment Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 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.
On 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”).
As 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.
Except 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.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on May 13, 2026, announcing the Company’s entry into the MSSA and the changes in Company management is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information furnished and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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Confidential Executive Employment Agreement by and between Phunware, Inc. and Dmitry Kroshka dated May 12, 2026 |
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Side Letter to Confidential Executive Employment Agreement by and between Phunware, Inc. and Dmitry Kroshka dated May 12, 2026 |
99.1* |
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Press Release dated May 13, 2026 entitled “Phunware Appoints Dmitry Kroshka as Chief Executive Officer to Lead 2.0 Strategy; Engages Michael Cerdá to Drive Product Rollout” |
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Cover Page Interactive Data File (formatted in Inline XBRL) |
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Phunware, Inc. |
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Date: |
May 18, 2026 |
By: |
/s/ Dmitry Kroshka |
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Dmitry Kroshka |
Phunware Appoints Dmitry Kroshka as Chief Executive Officer to Lead 2.0 Strategy; Engages Michael Cerdá to Drive Product Rollout
Leadership Changes Align Strategy, Product Execution, and Commercial Rollout of Phunware’s Next-Generation Guest Intelligence Platform
Company to Accelerate Product 2.0 Strategy Across Hospitality, Healthcare, and Large-Property Environments
AI Concierge Momentum, 95%+ Customer Retention, and Strong Cash Position Provide Foundation for Next Phase of Growth
AUSTIN, Texas – May 14, 2026 – Phunware, Inc. (“Phunware” or the “Company”) (NASDAQ: PHUN), a mobile-first enterprise cloud platform delivering location-aware customer intelligence and AI-enabled audience engagement tools, today announced a leadership transition and product strategy update designed to accelerate the Company’s 2.0 Strategy and expand its footprint across hospitality, healthcare, and other large-property verticals.
Effective immediately, Dmitry Kroshka has been appointed Chief Executive Officer. Mr. Kroshka has served as a senior advisor to Phunware since October 2025, working with the Company on growth strategy, product direction, and the development of its next-generation Guest Intelligence Platform. He will now lead the Company’s 2.0 Strategy, with a focus on converting Phunware’s mobile, location-aware, and customer engagement capabilities into a unified, AI-enabled platform for complex physical environments. Jeremy Krol, who has served as interim CEO, will return to his Chief Operating Officer role.
Mr. Kroshka brings more than two decades of experience across AI, hospitality technology, marketing technology, SaaS, digital media, and consumer platforms, including leadership and advisory roles with Oracle, FCB Global, FOX Digital Entertainment, Spark Brands, and multiple venture-backed technology companies. His background in product strategy, revenue growth, customer engagement, and data-driven marketing aligns with Phunware’s focus on scaling its next-generation Guest Intelligence Platform.
In addition, Phunware has engaged Build Something Product Group (“BSPG”), the AI-first product and transformation practice founded by Michael Cerdá, to help lead the Company’s product strategy and Product 2.0 rollout. Cerdá, whose prior product leadership includes Disney+, Marcus by Goldman Sachs (Apple Card), and Facebook Newsfeed, will serve as Phunware’s senior product leader through the BSPG engagement. BSPG will also embed additional proven AI product and engineering leadership alongside the Phunware team to accelerate product development and commercial rollout.
The leadership changes come as hospitality, healthcare, and large-property operators increasingly seek platforms that can connect mobile engagement, indoor location, behavioral data, and AI-driven personalization in real time. While traditional hospitality, CRM, and Martech systems generally help operators understand who the customer is and what the customer has done, Phunware’s 2.0 Strategy is focused on helping operators better understand what guests are doing on-property and how to respond while those interactions are still happening.
“Phunware is entering a defining chapter,” said Dmitry Kroshka, Chief Executive Officer of Phunware. “The Company has a strong installed base across marquee hospitality and healthcare properties, a more disciplined product portfolio, emerging AI Concierge momentum, and a strong cash position with no debt. Our objective now is to turn that foundation into focused execution.”
“Product 2.0 is about making Phunware’s capabilities more unified, more intelligent, and easier for customers to deploy. We believe our location-aware deployments, mobile engagement tools, and real-world behavioral data create a strong foundation for AI-enabled guest intelligence across hospitality, healthcare, and adjacent large-property environments,” concluded Mr. Kroshka.
Following Phunware’s first quarter 2026 results, reported on May 7, 2026, the Company enters this next phase with a stronger operating foundation and meaningful product momentum. Recent strategic, commercial, and financial milestones include:
“Phunware has a meaningful opportunity to modernize how large properties understand, engage, and serve their guests in real time,” said Michael Cerdá, Founder and CEO of BSPG. “Our work with the team is focused on sharpening the product architecture, accelerating AI-native development
practices, and helping turn Phunware’s capabilities into a more unified platform that customers can deploy quickly and extend over time.”
While Phunware’s near-term commercial focus remains hospitality, the Company believes many of the same operational intelligence, indoor location, and AI orchestration capabilities applicable to hotels and resorts are directly relevant to complex healthcare campuses and other large-scale enterprise property environments. The Company intends to extend its productized portfolio into adjacent verticals as the Guest Intelligence Platform matures.
“Today’s announcement reflects a deliberate step forward in Phunware’s strategy and leadership,” said Elliot Han, Chairman of the Board. “Dmitry has been deeply involved in shaping the Company’s 2.0 Strategy, and the Board believes he is the right leader to bring the required focus, urgency, and product discipline to this next phase. With Dmitry leading the Company, Michael and BSPG strengthening product execution, and Jeremy returning his full attention to operations, we believe Phunware is better positioned to translate its technology, customer base, and balance sheet into commercial momentum. On behalf of the Board, I also want to thank Jeremy for his leadership as interim CEO and for helping guide the Company through an important transition period. His continued focus on operations and customer delivery will remain important as the Company advances its 2.0 Strategy.”
Upcoming Investor Webinar and HITEC North America 2026
Management expects to host an investor webinar in the coming weeks in conjunction with upcoming product announcements. Phunware will also be displaying its productized hospitality offering and AI Concierge module at HITEC North America 2026, the world’s largest hospitality technology conference. Additional details, including the investor webinar date and registration information, will be announced separately.
About Phunware
Phunware, Inc. (NASDAQ: PHUN) is an enterprise software company specializing in mobile app solutions for hospitality, healthcare and other large property related customers, with integrated intelligent capabilities. We provide businesses with the tools to create, implement, and manage custom mobile applications, analytics, digital advertising, and location-based services. Phunware is transforming mobile engagement by delivering scalable, personalized, and data-driven mobile app experiences.
Phunware’s mission is to achieve unparalleled connectivity and monetization through the widespread adoption of Phunware mobile technologies, leveraging brands, consumers, partners, and market participants. Phunware is poised to expand its software products and services audience through new generative AI products and product enhancements which are in development, utilize and monetize its patents and other intellectual property, and focus on serving its enterprise customers and partners.
For more information on Phunware, please visit www.phunware.com.
Safe Harbor / Forward-Looking Statements
This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, our objectives for future operations, the timing and impact of leadership transitions, the development and commercial rollout of our Product 2.0 strategy and Guest Intelligence Platform, the expansion of our product offering into adjacent end markets, and the timing of upcoming investor and industry events, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” and similar expressions are intended to identify forward-looking statements. For example, Phunware uses forward-looking statements when it discusses the adoption and impact of emerging technologies and their use across mobile engagement platforms.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements involve risks, uncertainties, and other assumptions that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our filings with the SEC. We undertake no obligation to update any forward-looking statements.
By their nature, forward-looking statements involve risks and uncertainties. We caution you that forward-looking statements are not guarantees of future performance and that our actual results may differ materially from those expressed or implied by these forward-looking statements.
Investor Relations Contact:
Chris Tyson, Executive Vice President
MZ Group - MZ North America
949-491-8235
PHUN@mzgroup.us
www.mzgroup.us