8. Stock-Based Compensation

Except as set forth below, there have been no material changes to the terms of our various equity incentive plans since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025. Refer to Note 10, “Stock-Based Compensation,” in our Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more information.

2026 Inducement Plan

In June 2026, our board of directors adopted the Phunware, Inc. 2026 Inducement Plan (the " 2026 Inducement Plan"). As permitted by Nasdaq Listing Rules, our stockholders were not required to approve the 2026 Inducement Plan. The 2026 Inducement Plan provides for the issuance of up to 1,500,000 shares of our common stock under awards granted to newly hired employees. An "award" is any right to receive common stock of the Company consisting of nonstatutory stock options, stock appreciation rights, restricted stock awards or restricted stock units. Shares will be delivered electronically to the holder shortly after exercise or vest date pursuant to an effective registration statement, including, without limitation, the registration statement on Form S-8 (File No. 333-297031) dated effective June 25, 2026.

Stock-Based Compensation

Restricted Stock Units

In April 2026, we granted equity awards of 253,953 restricted stock units to certain non-employee board members and a former board member pursuant to the Company's Outside Director Compensation Policy with a grant date fair value of $1.85. The awards vested immediately.

In June 2026, we granted an equity award of 105,820 time-based restricted stock units to a newly hired executive with a grant date fair value of $1.89. The grant is subject to a three-year vesting schedule with one-third of the grant vesting on May 13, 2027, and the remaining amount vesting in quarterly installments thereafter, subject to the executive's continued employment with the Company.

We also granted the executive an equity award of 317,460 performance-based restricted stock units. The performance-based restricted stock units are subject to the executive's achievement of a volume weighted average price of the Company's common stock at or above $5.00 for 20 days and revenue of at least $4.5 million for a trailing 12-month period (excluding professional services revenue). The vesting may be prorated at the discretion of the Company's Board of Directors in the event the executive terminates from the Company without cause within one year. The term of the grant is one year and is subject to the executive's continued employment with the Company.

As of June 30, 2026, there was approximately $0.3 million of total unrecognized compensation cost related to restricted stock grants. These unrecognized compensation costs are expected to be recognized over an estimated weighted-average period of approximately 2.24 years.

Stock Options

In June 2026, we granted an equity award in the form of a non-statutory stock option to purchase 105,820 shares of Company common stock to a newly hired executive with an exercise price of $5.00 per share. The grant is subject to a four-year vesting schedule with one-fourth of the grant vesting on May 13, 2027, and the remaining amount vesting in quarterly installments thereafter, subject to the executive’s continued employment with the Company.

As of June 30, 2026, there was approximately $0.2 million of total unrecognized compensation cost related to stock option grants. These unrecognized compensation costs are expected to be recognized over an estimated weighted-average period of approximately 3.87 years.

Additional Disclosures

Our equity incentive plans had 2,950,883 and 1,232,912 shares of common stock reserved for future issuances as of June 30, 2026 and December 31, 2025, respectively. In addition, the shares of common stock reserved for issuance under the 2018 Equity Incentive Plan (the "2018 Plan") will also include any shares of common stock subject to stock options granted under the 2009 Equity Incentive Plan (the "2009 Plan"), that expire or otherwise terminate without having been exercised in full and shares of common stock issued pursuant to awards granted under the 2009 Plan that are forfeited. As of June 30, 2026, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is 883.

Furthermore, there were 79,543 and 63,167 shares of common stock available for sale and reserved for issuance under our 2018 Employee Stock Purchase Plan as of June 30, 2026 and December 31, 2025, respectively.