Shareholder Petition to the Board of Directors of Phunware, Inc. (NASDAQ: PHUN)

Date: August 26, 2025
To: The Board of Directors, Phunware, Inc., 1002 West Avenue, Austin, TX 78701
Cc: Investor Relations (investors.phunware.com)

Directors,

We are beneficial and record shareholders of Phunware, Inc. We invested in PHUN because of a founder-driven vision and the category-defining mobile platform that Alan Knitowski co-founded and led—from inception in 2009, through public listing via SPAC in 2018, and into marquee customer relationships that made Phunware synonymous with enterprise-grade mobile experiences. Yahoo FinancePhunware, Inc.

Over the last two and a half years, Board stewardship has been marked by instability and strategic whiplash that have shaken investor confidence:

• CEO churn: Alan Knitowski’s resignation was effective December 26–27, 2022; the Board hired Russell Buyse(effective Dec 28, 2022), then replaced him with Michael Snavely on October 25, 2023, who in turn resigned/retired October 22, 2024, prompting the appointment of Stephen Chen as interim CEO—and most recently Jeremy Krol as interim CEO in July 2025. That’s four chief executives in ~30 months. Phunware, Inc.+3Phunware, Inc.+3Phunware, Inc.+3
• Strategic detours and pivots: The Board approved acquiring high-performance PC builder Lyte Technology(Oct 2021) and then winding down that business by November 2023—an avoidable distraction that consumed capital and attention. Phunware, Inc.+1
• Deteriorating results: Phunware reported just $3.2M in FY2024 revenue with 45.6% gross margin, a dramatic contraction versus prior years, eroding trust that current leadership and oversight can execute. Phunware, Inc.
• Capital overhang and dilution risk: The company refreshed its At-the-Market (ATM) equity program in June 2024—precisely when investor confidence needed operational wins, not more paper. CloudFront

Meanwhile, Phunware’s platform and brand equity were built under a founder’s playbook: notable enterprise customers, high-profile deployments, and outsized visibility (including the 2020 U.S. presidential campaign app). Whether or not one agrees with that client’s politics, execution at that scale showcased Phunware’s capabilities and helped attract retail attention and capital in the first place. GlobeNewswire

What we’re asking:
We respectfully but emphatically petition the Board to re-hire Founder and former CEO Alan Knitowski as Chief Executive Officer (or Executive Chair with operating authority), and to seat him with an explicit mandate to:

1. Re-center on the core enterprise mobile platform (location-based SaaS, engagement, analytics) and monetize the installed base with disciplined go-to-market execution. Phunware, Inc.
2. Publish a 12-month operating turnaround plan with concrete KPIs (ARR growth, net retention, pipeline conversion, opex discipline) and report progress quarterly.
3. End “strategy-of-the-month” pivots—no more detours (e.g., hardware lines like Lyte) that dilute focus, and curb dilution unless tied to measurable value creation milestones. Phunware, Inc.CloudFront
4. Restore founder accountability and customer trust by re-activating the relationships and credibility that originally drew many of us retail shareholders to PHUN. (Phunware’s public prominence during 2019–2020 demonstrated the reach a founder can unlock.) GlobeNewswire

Why Alan, and why now:
A founder’s mentality isn’t about nostalgia—it’s about owner-operator grit, speed, and clear priorities. Since late 2022, we’ve watched value erode through executive musical chairs and unfocused bets. Reinstating the founder who built the product, brand, and many of the relationships that put Phunware on the map is the fastest, most credible wayto reset the narrative, stabilize execution, and re-energize customers, partners, and investors. Phunware was founded in 2009, built a deep enterprise stack, and reached the public markets via SPAC in 2018 precisely because a founder was pushing relentlessly. Bring that back. Yahoo FinancePhunware, Inc.

Board accountability:
We are not interested in platitudes or another interim reshuffle. We expect a public response in the next 30 days describing (a) the Board’s view on reinstating Mr. Knitowski; and (b) a concrete plan—timelines and milestones—to arrest decline and rebuild shareholder value.

Respectfully submitted,
The Undersigned Shareholders of Phunware, Inc.