CPI Card Group Inc. Reports Third Quarter 2025 Results

Net Sales Increased 11% to $138 Million, Driven by Arroweye and Instant Issuance Solutions

Net Income Increased 78% to $2.3 Million; Adjusted EBITDA Decreased 7% to $23.4 Million

2025 Outlook Updated

LITTLETON, Colo.--(BUSINESS WIRE)-- CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company providing a comprehensive range of payment cards and related digital solutions, today reported financial results for the quarter ended September 30, 2025, and updated its financial outlook for 2025.

CPI’s third quarter net sales increased 11% to $138.0 million compared to a strong quarter in the prior year period. Growth was driven by the addition of Arroweye and increased sales from the instant issuance solutions business, partially offset by a decline in Prepaid sales.

Net income in the quarter increased 78% to $2.3 million, primarily due to costs related to debt retirement in the prior year period, and Adjusted EBITDA decreased 7% to $23.4 million, primarily due to lower gross margins, including the impact of tariff expenses in the current year period.

“We gained share with our core payment solutions and the Arroweye business continues to perform well,” said John Lowe, President and Chief Executive Officer. “Our Card@Once business also once again delivered strong growth, as we further penetrated the market with our leading SaaS-based solution.”

Lowe added, “We also continue to advance our strategic growth initiatives, and we expect to derive significant benefits from areas such as prepaid and instant issuance expansion and digital payment solutions penetration in the coming quarters and years.”

CPI updated its 2025 full year outlook, refining the net sales outlook to low double-digit to low teens growth and adjusting the Adjusted EBITDA outlook to a range of flat to low single-digit growth. The previous outlook was low double-digit to mid-teens net sales growth and mid-to-high single digit Adjusted EBITDA growth. The change from the prior outlook was driven by projected sales mix impacts in the Debit and Credit segment and order timing in the Prepaid segment.

The Company believes long-term growth trends for the U.S. card market remain strong, led by ongoing consumer card growth. Based on figures released by the networks, Visa and Mastercard^® U.S. debit and credit cards in circulation increased at a compound annual growth rate of 7% for the three-year period ending June 30, 2025.

2025 Business Highlights

• On May 6, 2025, CPI acquired Arroweye Solutions, Inc., a leading provider of digitally driven, on-demand payment card solutions for the U.S. market, for a final purchase price of $45.8 million. A press release providing details of the acquisition can be found on CPI’s investor relations website at https://investor.cpicardgroup.com.
• On October 7, 2025, the Company entered into a strategic relationship with and acquired a 20% equity interest in Karta (Gift Card Co Pty Ltd), an Australia-based payments technology firm also backed by the Commonwealth Bank of Australia. CPI and Karta are teaming to integrate Karta’s SafeToBuy technology with CPI’s prepaid solutions in the U.S. market. Total consideration for the transaction was $10.0 million, with $2.5 million paid in cash upon closing and the remainder to be paid through performance of a commercial arrangement. A press release providing details of the agreement can be found on CPI’s investor relations website at https://investor.cpicardgroup.com. Information on Karta and its SafeToBuy technology can be found at https://www.karta.com.au/safe-to-buy.
• CPI continues to be the leading provider of Software-as-a-Service-based instant issuance solutions in the U.S., with more than 17,000 Card@Once^® installations across more than 2,000 financial institutions, which generate strong recurring revenue streams from ongoing processing activities.
• CPI continues to advance its market and product expansion strategies, including healthcare payment solutions, digital offerings such as push provisioning capabilities for mobile wallets and payment card fraud solutions, and closed loop prepaid solutions.
• CPI continues to be a leading provider of eco-focused payment card solutions in the U.S. market, with more than 500 million eco-focused debit, credit, and prepaid card or package solutions sold.
• On July 15, 2025, CPI exercised the optional redemption feature on its 10% Senior Notes due 2029 and retired $20 million of principal at a redemption price of 103% of par, plus accrued interest. Following the retirement, the Company had $265 million of Senior Notes outstanding.

Third Quarter 2025 Financial Highlights

Net sales increased 11% to $138.0 million in the third quarter of 2025, compared to the prior year period.

• Debit and Credit segment net sales increased 16% to $115.3 million, driven by the addition of Arroweye and increased sales of Card@Once^® instant issuance solutions.
• Prepaid Debit segment net sales decreased 7% to $23.3 million, primarily due to timing of sales in 2025 and strong sales of high value packaging solutions in the prior year period.

Gross profit decreased 8% to $41.0 million and gross profit margin of 29.7% decreased from 35.8% in the prior year third quarter, as benefits from increased sales were offset by unfavorable sales mix and increased production costs, including the impact of tariffs and higher depreciation expense.

Income from operations decreased 27% to $13.0 million, primarily due to lower gross profit and acquisition and integration costs, and net income increased 78% to $2.3 million, or $0.19 diluted earnings per share, primarily due to debt retirement costs in the prior year period. Adjusted EBITDA decreased 7% to $23.4 million, as benefits from increased sales were offset by the impact of unfavorable sales mix and tariff expenses.

Year-to-date 2025 Financial Highlights

Net sales increased 10% year-over-year to $390.5 million in the first nine months of 2025, or 13% excluding the impact of the accounting change implemented in the second quarter related to revenue recognition timing for work-in-process orders.

• Debit and Credit segment net sales increased 14% to $322.5 million, driven by increased sales of contactless cards and Card@Once^® instant issuance solutions and the addition of Arroweye, partially offset by reduced sales in other personalization services.
• Prepaid Debit segment net sales decreased 5% to $69.3 million, or increased 8% excluding the accounting change, led by increased sales of higher-value packaging solutions to existing customers and increased sales of healthcare payment solutions.

Gross profit decreased 5% to $121.8 million and gross profit margin of 31.2% decreased from 36.2% in the prior year, as benefits of operating leverage from increased sales were offset by impacts from unfavorable sales mix and increased production costs, including the impact of tariffs and higher depreciation expense.

Income from operations decreased 22% to $36.5 million and net income decreased 40% to $7.6 million, or $0.64 diluted earnings per share, primarily due to lower gross profit and Arroweye acquisition and integration costs, with the net income impact partially offset by lower debt retirement costs. Adjusted EBITDA decreased 4% to $67.1 million, as benefits from increased sales were offset by the impact of unfavorable sales mix and tariff expenses.

Balance Sheet, Liquidity and Cash Flow

The Company generated cash from operating activities of $19.9 million in the first nine months of 2025, which compared to $16.7 million in the prior year period; and Free Cash Flow of $6.1 million, which compared to $12.5 million in the prior year. The increase in operating cash flow was primarily driven by decreased working capital usage, while Free Cash Flow declined due to a $9.6 million increase in capital expenditures, including spending related to the new Indiana secure card production facility.

As of September 30, 2025, the Company had $16.0 million of cash and cash equivalents, $265 million of 10% Senior Secured Notes due 2029, and $47 million of borrowings from the ABL revolving credit facility outstanding, with a Net Leverage Ratio of 3.6x. During the third quarter, the Company retired $20 million principal of its 10% Senior Notes through the exercise of an optional redemption feature.

“We will continue to focus on improving margins, achieving synergies from the Arroweye acquisition, and reducing net leverage,” said Jeff Hochstadt, Chief Financial Officer of CPI. “We believe key investments in 2025 will help us progress these objectives, including driving strong cash flow and lower net leverage in future years.”

The Company’s capital structure and allocation priorities are focused on investing in the business, including strategic acquisitions; deleveraging the balance sheet; and returning funds to stockholders.

Outlook for 2025

The Company updated its outlook for 2025:

• Net sales: low double-digit to low teens growth (previously low double-digit to mid-teens growth)
• Adjusted EBITDA: flat to low single-digit growth (previously mid-to-high single-digit growth)

The change from the prior outlook was driven by projected sales mix impacts in the Debit and Credit segment and order timing in the Prepaid segment. The outlook reflects a stable economic environment and the impact of currently announced tariffs. The outlook does not reflect potential impact from proposed chip tariffs, as details of the proposed tariffs, including timing and exemptions, have not been announced.

Conference Call and Webcast

CPI Card Group Inc. will hold a conference call on November 4, 2025 at 9:00 a.m. Eastern Time to review its third quarter results. To participate in the Company's conference call via telephone or online:

U.S. dial-in number (toll-free): 888-330-3573
International: 646-960-0677
Conference ID: 8062733
Webcast Link: CPI Q3 Webcast or at https://investor.cpicardgroup.com

Participants are advised to login for the webcast 10 minutes prior to the scheduled start time.

A replay of the conference call will be available until November 11, 2025 at:
U.S. and Canada (toll-free): 800-770-2030
International: 609-800-9909
Canada: 647-362-9199
Conference ID: 8062733

A webcast replay of the conference call will also be available on CPI Card Group Inc.’s Investor Relations website: https://investor.cpicardgroup.com.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. generally accepted accounting principles (“GAAP”), we have provided the following non-GAAP financial measures in this release, all reported on a continuing operations basis: Net Sales excluding the Impact of an Accounting Change, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, LTM Adjusted EBITDA and Net Leverage Ratio. These non-GAAP financial measures are utilized by management in comparing our operating performance on a consistent basis between fiscal periods and serve as a basis for certain Company compensation programs. We believe that these financial measures are appropriate to enhance an overall understanding of our underlying operating performance trends compared to historical and prospective periods and our peers. Management also believes that these measures are useful to investors in their analysis of our results of operations and provide improved comparability between fiscal periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Our non-GAAP measures may be different from similarly titled measures of other companies. Investors are encouraged to review the reconciliation of these historical non-GAAP measures to their most directly comparable GAAP financial measures included in Exhibit E and Exhibit F to this press release.

Net Sales excluding the Impact of an Accounting Change

Net Sales excluding the Impact of an Accounting Change has been presented in Exhibit F and defined as net sales excluding the impact from an accounting change implemented in the second quarter of 2025 resulting from the Company moving from over-time revenue recognition for certain WIP orders to point-in-time recognition (net sales booked when shipped). This adjustment reflects WIP orders that were recognized at the end of the first quarter of 2025 as if such orders were consistently recognized using point-in-time recognition during the second quarter of 2025 for the results for the second quarter of 2025 and reflects WIP orders that were recognized at December 31, 2024 as if such orders were consistently recognized using point-in-time recognition during the year to date period presented for 2025.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and LTM Adjusted EBITDA

Adjusted EBITDA is presented on a continuing operations basis and is defined as EBITDA (which represents earnings before interest, taxes, depreciation and amortization) adjusted for litigation; stock-based compensation expense; estimated sales tax expense; restructuring and other charges, including executive retention and severance and acquisition-related costs; costs related to production facility modernization efforts; loss on debt extinguishment; foreign currency gain or loss, gross profit related to the impact from the accounting change related to revenue described above; and other items that are unusual in nature, infrequently occurring or not considered part of our core operations, as set forth in the reconciliation in Exhibit E. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors, excluding non-operational, unusual or non-recurring losses or gains. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA does not reflect: (a) our capital expenditures, future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expenses or the cash requirements necessary to service interest or principal payments on our debt; (d) tax payments that represent a reduction in cash available to us; (e) any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; (f) the impact of earnings or charges resulting from matters that we and the lenders under our credit agreement may not consider indicative of our ongoing operations; or (g) the impact of any discontinued operations. In particular, our definition of Adjusted EBITDA allows us to add back certain non-operating, unusual or non-recurring charges that are deducted in calculating net income, even though these are expenses that may recur, vary greatly and are difficult to predict and can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses represent the reduction of cash that could be used for other purposes. Adjusted EBITDA margin as shown in Exhibit E is computed as Adjusted EBITDA divided by total net sales.

We define LTM Adjusted EBITDA as Adjusted EBITDA (defined previously) for the last twelve months. LTM Adjusted EBITDA is used in the computation of Net Leverage Ratio, and is reconciled in Exhibit E.

Free Cash Flow

We define Free Cash Flow as cash flow provided by (used in) operating activities less capital expenditures. We use this metric in analyzing our ability to service and repay our debt. However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to make principal payments on outstanding debt and financing lease liabilities. Free Cash Flow should not be considered in isolation, or as a substitute for, cash (used in) provided by operating activities or any other measures of liquidity derived in accordance with GAAP.

Net Leverage Ratio

Management and various investors use the ratio of debt principal outstanding, plus finance lease obligations, less cash, divided by LTM Adjusted EBITDA, or “Net Leverage Ratio”, as a measure of our financial strength when making key investment decisions and evaluating us against peers.

Financial Expectations for 2025

We have provided Adjusted EBITDA expectations for 2025 on a non-GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled or cannot be reliably predicted because they are not part of the Company’s routine activities, any of which could be significant.

About CPI Card Group Inc.

CPI Card Group is a payments technology company providing a comprehensive range of payment cards and related digital solutions. With a focus on building personal relationships and earning trust, we help our customers navigate the constantly evolving world of payments, while delivering innovative solutions that spark connections and support their brands. We serve clients across industry, size, and scale through our team of experienced, dedicated employees, our network of technology and card service providers, and our high-security production and card services facilities, all located in the United States. CPI is committed to exceeding our customers’ expectations, transforming our industry, and enhancing the way people pay every day. Learn more at www.cpicardgroup.com.

Forward-Looking Statements

Certain statements and information in this release (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “estimate,” “project,” “expect,” “anticipate,” “affirm,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” “committed,” “attempt,” “aim,” “target,” “objective,” “guides,” “seek,” “focus,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These forward-looking statements, including statements about our strategic initiatives and market opportunities, including our financial outlook for 2025, the impact of our investments in Arroweye and other solutions, and our qualitative color on our business in 2025 and beyond; are based on our current expectations and beliefs concerning future developments and their potential effect on us and other information currently available. Such forward-looking statements, because they relate to future events, are by their very nature subject to many important risks and uncertainties that could cause actual results or other events to differ materially from those contemplated.

These risks and uncertainties include, but are not limited to: (i) risks relating to our business and industry, such as a deterioration in general economic conditions, including due to inflationary conditions, resulting in reduced consumer confidence and business spending, and a decline in consumer credit worthiness impacting demand for our products; the unpredictability of our operating results, including an inability to anticipate changes in customer inventory management practices and its impact on our business; our failure to retain our existing key customers or identify and attract new customers; the highly competitive, saturated and consolidated nature of our marketplace; our inability to develop, introduce and commercialize new products and services, including due to our inability to undertake research and development activities; new and developing technologies that make our existing technology solutions and products obsolete or less relevant or our failure to introduce new products and services in a timely manner or at all; system security risks, data protection breaches and cyber-attacks; the usage, or lack thereof, of artificial intelligence technologies; disruptions, delays or other failures in our supply chain, including as a result of inflationary pressures, single-source suppliers, failure or inability of suppliers to comply with our code of conduct or contractual requirements, trade restrictions, tariffs, foreign conflicts or political unrest in countries in which our suppliers operate, and our inability to pass related costs on to our customers or difficulty meeting customers’ delivery expectations due to extended lead times; changes in U.S. trade policy and the impact of tariffs on our business and results of operations; interruptions in our operations, including our information technology systems, or in the operations of the third parties that operate computing infrastructure on which we rely; defects in our software and computing systems; disruptions in production at one or more of our facilities due to weather conditions, climate change, political instability, or social unrest; problems in production quality, materials and process and costs relating to product defects and any related product liability and/or warranty claims and damage to our reputation; our inability to recruit, retain and develop qualified personnel, including key personnel, and implement effective succession processes; our substantial indebtedness, including the restrictive terms of our indebtedness and covenants of future agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; our inability to make debt service payments or refinance such indebtedness; our inability to successfully execute on, integrate, or achieve the anticipated benefits of acquisitions, including the acquisition of Arroweye, or execute on divestitures, strategic relationships, or investments; our status as an accelerated filer and complying with the Sarbanes-Oxley Act of 2002 and the costs associated with such compliance and implementation of procedures thereunder; our failure to maintain effective internal control over financial reporting and risks relating to investor confidence in our financial reporting; environmental, social and governance (“ESG”) preferences and demands of various stakeholders and the related impact on our ability to access capital, produce our products in conformity with stakeholder preferences, comply with stakeholder demands and comply with any related legal or regulatory requirements or restrictions; negative perceptions of our products due to the impact of our products and production processes on the environment and other ESG-related risks; damage to our reputation or brand image; the effects of climate change on our business; our inability to adequately protect our trade secrets and intellectual property rights from misappropriation, infringement claims brought against us and risks related to open source software; our inability to renew licenses with key technology licensors; our limited ability to raise capital, which may lead to delays in innovation or the abandonment of our strategic initiatives; costs and impacts related to additional tax collection efforts by states, unclaimed property laws, or future increases in U.S. federal or state income taxes, resulting in additional expenses which we may be unable to pass along to our customers; our inability to realize the full value of our long-lived assets; costs and potential liabilities associated with compliance or failure to comply with laws and regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security; our failure to operate our business in accordance with the Payment Card Industry Security Standards Council security standards or other industry standards; the effects of trade restrictions, delays or interruptions in our ability to source raw materials and components used in our products from foreign countries; the effects of ongoing foreign conflicts on the global economy; adverse conditions in the banking system and financial markets, including the failure of banks and financial institutions; our failure to comply with environmental, health and safety laws and regulations that apply to our products and the raw materials we use in our production processes; (ii) risks relating to ownership of our common stock, such as those associated with concentrated ownership of our stock by our significant stockholders and potential conflicts of interests with other stockholders; the impact of concentrated ownership of our common stock and the sale or perceived sale of a substantial amount of common stock on the trading volume and market price of our common stock; potential conflicts of interest that may arise due to our board of directors being comprised in part of directors who are principals of or were nominated by our significant stockholders; the influence of securities analysts over the trading market for and price of our common stock, particularly due to the lack of substantial research coverage of our common stock; the impact of stockholder activism or actual or threatened securities litigation on the trading price and volatility of our common stock; certain provisions of our organizational documents and other contractual provisions that may delay or prevent a change in control and make it difficult for stockholders other than our significant stockholders to change the composition of our board of directors; and (iii) general risks, such as relating to our ability to comply with a wide variety of complex evolving laws and regulations and the exposure to liability for any failure to comply; the effect of legal and regulatory proceedings and the adequacy of our insurance policies; and other risks that are described in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 4, 2025, in Part II, Item 1A, Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 7, 2025, and our other reports filed from time to time with the Securities and Exchange Commission (the “SEC”).

We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

For more information:

CPI encourages investors to use its investor relations website as a way of easily finding information about the Company. CPI promptly makes available on this website the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.

CPI Card Group Inc. Earnings Release Supplemental Financial Information
Exhibit A	Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited for the three and nine months ended September 30, 2025 and 2024
Exhibit B	Condensed Consolidated Balance Sheets – Unaudited as of September 30, 2025 and December 31, 2024
Exhibit C	Condensed Consolidated Statements of Cash Flows – Unaudited for the nine months ended September 30, 2025 and 2024
Exhibit D	Segment Summary Information – Unaudited for the three and nine months ended September 30, 2025 and 2024
Exhibit E	Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three and nine months ended September 30, 2025 and 2024
Exhibit F	Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three and nine months ended September 30, 2025 and 2024

													EXHIBIT A
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except share and per share amounts)
(Unaudited)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Net sales:
Products		$	84,453			$	69,648			$	234,578			$	191,650
Services			53,513				55,103				155,902				163,855
Total net sales			137,966				124,751				390,480				355,505
Cost of sales:
Products (exclusive of depreciation and amortization shown below)			59,161				44,199				160,424				123,894
Services (exclusive of depreciation and amortization shown below)			33,201				32,927				96,377				94,599
Depreciation and amortization			4,611				2,927				11,870				8,408
Total cost of sales			96,973				80,053				268,671				226,901
Gross profit			40,993				44,698				121,809				128,604
Operating expenses:
Selling, general and administrative (exclusive of depreciation and amortization shown below)			26,471				25,674				81,257				77,942
Depreciation and amortization			1,504				1,226				4,007				3,810
Total operating expenses			27,975				26,900				85,264				81,752
Income from operations			13,018				17,798				36,545				46,852
Other expense, net:
Interest, net			(8,746	)			(13,458	)			(24,500	)			(26,413	)
Loss on debt extinguishment			(287	)			(2,987	)			(287	)			(2,987	)
Other expense, net			(242	)			(534	)			(237	)			(677	)
Total other expense, net			(9,275	)			(16,979	)			(25,024	)			(30,077	)
Income before income taxes			3,743				819				11,521				16,775
Income tax (expense) benefit			(1,435	)			474				(3,921	)			(4,026	)
Net income		$	2,308			$	1,293			$	7,600			$	12,749
Basic and diluted earnings per share:
Basic earnings per share		$	0.20			$	0.12			$	0.67			$	1.14
Diluted earnings per share		$	0.19			$	0.11			$	0.64			$	1.08
Basic weighted-average shares outstanding			11,353,329				11,107,126				11,298,986				11,141,264
Diluted weighted-average shares outstanding			11,853,630				11,872,783				11,937,369				11,856,404
Comprehensive income:
Net income		$	2,308			$	1,293			$	7,600			$	12,749
Total comprehensive income		$	2,308			$	1,293			$	7,600			$	12,749

					EXHIBIT B
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)
	September 30,				December 31,
	2025				2024
Assets
Current assets:
Cash and cash equivalents	$	15,955			$	33,544
Accounts receivable, net		90,773				85,491
Inventories, net		85,128				72,660
Prepaid expenses and other current assets		19,487				11,347
Total current assets		211,343				203,042
Plant, equipment, leasehold improvements and operating lease right-of-use assets, net		106,303				68,648
Intangible assets, net		19,744				10,492
Goodwill		50,648				47,150
Other assets		19,022				20,325
Total assets	$	407,060			$	349,657
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	29,387			$	16,123
Accrued expenses		49,465				57,979
Deferred revenue and customer deposits		3,602				1,485
Total current liabilities		82,454				75,587
Long-term debt		308,433				280,405
Deferred income taxes		3,224				3,318
Other long-term liabilities		38,608				25,968
Total liabilities		432,719				385,278
Commitments and contingencies
Stockholders’ deficit:
Series A Preferred Stock; $0.001 par value—100,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024		—				—
Common stock; $0.001 par value—100,000,000 shares authorized; 11,387,538 and 11,240,507 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		11				11
Capital deficit		(103,067	)			(105,429	)
Accumulated earnings		77,397				69,797
Total stockholders’ deficit		(25,659	)			(35,621	)
Total liabilities and stockholders’ deficit	$	407,060			$	349,657

					EXHIBIT C
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
	Nine Months Ended September 30,
	2025				2024
Operating activities
Net income	$	7,600			$	12,749
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		12,730				9,448
Amortization expense		3,147				2,770
Stock-based compensation expense		4,537				6,936
Amortization of debt issuance costs		983				1,206
Loss on early extinguishment of debt		887				8,763
Deferred income taxes and other, net		4,245				(1,781	)
Changes in operating assets and liabilities:
Accounts receivable, net		4,150				(5,878	)
Inventories		(9,126	)			(21,964	)
Prepaid expenses and other assets		1,177				(19,343	)
Income taxes, net		(5,178	)			(602	)
Accounts payable		8,834				8,326
Accrued expenses and other liabilities		(16,192	)			15,396
Deferred revenue and customer deposits		2,117				626
Cash provided by operating activities		19,911				16,652
Investing activities
Capital expenditures for plant, equipment and leasehold improvements, net		(13,777	)			(4,199	)
Cash paid for acquisition, net of cash acquired		(42,442	)			—
Other		50				1
Cash used in investing activities		(56,169	)			(4,198	)
Financing activities
Proceeds from borrowings on debt		67,000				293,000
Payments on debt		(40,000	)			(275,897	)
Payments on finance leases and other obligations		(5,967	)			(3,688	)
Common stock repurchased		—				(8,678	)
Debt issuance costs		(264	)			(6,583	)
Payment for debt early redemption premium		(600	)			(5,776	)
Taxes withheld and paid on stock-based compensation awards		(1,500	)			(2,595	)
Cash provided by (used in) financing activities		18,669				(10,217	)
Net (decrease) increase in cash and cash equivalents		(17,589	)			2,237
Cash and cash equivalents, beginning of period		33,544				12,413
Cash and cash equivalents, end of period	$	15,955			$	14,650
Supplemental disclosures of cash flow information
Cash paid (refunded) during the period for:
Interest	$	31,099			$	25,128
Income taxes paid	$	6,441			$	8,247
Income taxes refunded	$	(60	)		$	(409	)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	11,703			$	1,292
Financing leases	$	11,128			$	5,690
Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements	$	2,525			$	1,527

EXHIBIT D
CPI Card Group Inc. and Subsidiaries
Segment Summary Information
For the Three Months Ended September 30, 2025 and 2024
(dollars in thousands)
(Unaudited)
Net Sales
		Three Months Ended September 30,
		2025				2024				$ Change				% Change
Net sales by segment:
Debit and Credit		$	115,272			$	99,755			$	15,517			15.6		%
Prepaid Debit			23,335				25,173				(1,838	)		(7.3	)	%
Eliminations			(641	)			(177	)			(464	)		*		%
Total		$	137,966			$	124,751			$	13,215			10.6		%
* Calculation not meaningful

		Nine Months Ended September 30,
		2025				2024				$ Change				% Change
Net sales by segment:
Debit and Credit		$	322,549			$	283,348			$	39,201			13.8		%
Prepaid Debit			69,270				73,186				(3,916	)		(5.4	)	%
Eliminations			(1,339	)			(1,029	)			(310	)		*		%
Total		$	390,480			$	355,505			$	34,975			9.8		%

Gross Profit
		Three Months Ended September 30,
		2025			% of Net Sales				2024			% of Net Sales			$ Change				% Change
Gross profit by segment:
Debit and Credit		$	33,944			29.4	%		$	36,131		36.2	%		$	(2,187	)		(6.1	)	%
Prepaid Debit			7,049			30.2	%			8,567		34.0	%			(1,518	)		(17.7	)	%
Total		$	40,993			29.7	%		$	44,698		35.8	%		$	(3,705	)		(8.3	)	%

		Nine Months Ended September 30,
		2025			% of Net Sales				2024			% of Net Sales			$ Change				% Change
Gross profit by segment:
Debit and Credit		$	99,847			31.0	%		$	101,790		35.9	%		$	(1,943	)		(1.9	)	%
Prepaid Debit			21,962			31.7	%			26,814		36.6	%			(4,852	)		(18.1	)	%
Total		$	121,809			31.2	%		$	128,604		36.2	%		$	(6,795	)		(5.3	)	%

Income from Operations
		Three Months Ended September 30,
		2025				% of Net Sales				2024				% of Net Sales			$ Change				% Change
Income (loss) from operations by segment:
Debit and Credit		$	21,277				18.5	%		$	27,035			27.1	%		$	(5,758	)		(21.3	)	%
Prepaid Debit			5,883				25.2	%			7,111			28.2	%			(1,228	)		(17.3	)	%
Other			(14,142	)			*	%			(16,348	)		*	%			2,206			13.5		%
Total		$	13,018				9.4	%		$	17,798			14.3	%		$	(4,780	)		(26.9	)	%

			Nine Months Ended September 30,
		2025				% of Net Sales				2024				% of Net Sales			$ Change				% Change
Income (loss) from operations by segment:
Debit and Credit		$	66,033				20.5	%		$	75,178			26.5	%		$	(9,145	)		(12.2	)	%
Prepaid Debit			18,053				26.1	%			22,765			31.1	%			(4,712	)		(20.7	)	%
Other			(47,541	)			*	%			(51,091	)		*	%			3,550			6.9		%
Total		$	36,545				9.4	%		$	46,852			13.2	%		$	(10,307	)		(22.0	)	%

EBITDA
		Three Months Ended September 30,
		2025				% of Net Sales				2024				% of Net Sales			$ Change				% Change
EBITDA by segment:
Debit and Credit		$	25,152				21.8	%		$	29,264			29.3	%		$	(4,112	)		(14.1	)	%
Prepaid Debit			7,016				30.1	%			8,171			32.5	%			(1,155	)		(14.1	)	%
Other			(13,564	)			*	%			(19,005	)		*	%			5,441			28.6		%
Total		$	18,604				13.5	%		$	18,430			14.8	%		$	174			0.9		%

		Nine Months Ended September 30,
		2025				% of Net Sales				2024				% of Net Sales			$ Change				% Change
EBITDA by segment:
Debit and Credit		$	75,667				23.5	%		$	81,731			28.8	%		$	(6,064	)		(7.4	)	%
Prepaid Debit			21,434				30.9	%			25,589			35.0	%			(4,155	)		(16.2	)	%
Other			(45,203	)			*	%			(51,914	)		*	%			6,711			12.9		%
Total		$	51,898				13.3	%		$	55,406			15.6	%		$	(3,508	)		(6.3	)	%

Reconciliation of Income (Loss) from
Operations by Segment to EBITDA by Segment
	Three Months Ended September 30, 2025
	Debit and Credit				Prepaid Debit				Other				Total
EBITDA by segment:
Income (loss) from operations	$	21,277			$	5,883			$	(14,142	)		$	13,018
Depreciation and amortization		4,113				1,134				868				6,115
Other income (expenses)		(238	)			(1	)			(290	)			(529	)
EBITDA	$	25,152			$	7,016			$	(13,564	)		$	18,604
	Three Months Ended September 30, 2024
	Debit and Credit				Prepaid Debit				Other				Total
EBITDA by segment:
Income (loss) from operations	$	27,035			$	7,111			$	(16,348	)		$	17,798
Depreciation and amortization		2,198				1,061				894				4,153
Other income (expenses)		31				(1	)			(3,551	)			(3,521	)
EBITDA	$	29,264			$	8,171			$	(19,005	)		$	18,430
	Nine Months Ended September 30, 2025
	Debit and Credit				Prepaid Debit				Other				Total
EBITDA by segment:
Income (loss) from operations	$	66,033			$	18,053			$	(47,541	)		$	36,545
Depreciation and amortization		9,912				3,376				2,589				15,877
Other income (expenses)		(278	)			5				(251	)			(524	)
EBITDA	$	75,667			$	21,434			$	(45,203	)		$	51,898
	Nine Months Ended September 30, 2024
	Debit and Credit				Prepaid Debit				Other				Total
EBITDA by segment:
Income (loss) from operations	$	75,178			$	22,765			$	(51,091	)		$	46,852
Depreciation and amortization		6,585				2,827				2,806				12,218
Other income (expenses)		(32	)			(3	)			(3,629	)			(3,664	)
EBITDA	$	81,731			$	25,589			$	(51,914	)		$	55,406

												EXHIBIT E
CPI Card Group Inc. and Subsidiaries
Supplemental GAAP to Non-GAAP Reconciliation
(dollars in thousands)
(Unaudited)
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
EBITDA and Adjusted EBITDA:
Net income	$	2,308			$	1,293			$	7,600			$	12,749
Interest, net (1)		8,746				13,458				24,500				26,413
Income tax expense (benefit)		1,435				(474	)			3,921				4,026
Depreciation and amortization		6,115				4,153				15,877				12,218
EBITDA	$	18,604			$	18,430			$	51,898			$	55,406
Adjustments to EBITDA:
Stock-based compensation expense	$	1,499			$	1,782			$	4,537			$	6,936
Acquisition and integration costs (2)		1,849				—				4,110				—
Restructuring and other charges (3)		1,190				1,881				3,317				4,639
Loss on debt extinguishment (4)		287				2,987				287				2,987
Change in revenue recognition (5)		—				—				2,929				—
Subtotal of adjustments to EBITDA	$	4,825			$	6,650			$	15,180			$	14,562
Adjusted EBITDA	$	23,429			$	25,080			$	67,078			$	69,968
Net income margin (% of Net sales)		1.7	%			1.0	%			1.9	%			3.6	%
Net income growth (% Change 2025 vs. 2024)		78.5	%							(40.4	)%
Adjusted EBITDA margin (% of Net sales)		17.0	%			20.1	%			17.2	%			19.7	%
Adjusted EBITDA growth (% Change 2025 vs. 2024)		(6.6	)%							(4.1	)%
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
Free Cash Flow:
Cash provided by operating activities	$	9,974			$	12,544			$	19,911			$	16,652
Capital expenditures for plant, equipment and leasehold improvements, net		(4,665	)			(1,455	)			(13,777	)			(4,199	)
Free Cash Flow	$	5,309			$	11,089			$	6,134			$	12,453

(1)		The 2024 balance includes the payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026.
(2)		Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025.
(3)		Balance includes expenses related to executive retention and severance, as well as production facility modernization efforts.
(4)		In July 2024, the Company redeemed the entire principal balance of $267.9 million of the 8.625% Senior Secured Notes due 2026 and also repaid in full and terminated a prior Credit Agreement with Wells Fargo Bank, N.A. entered into in March 2021, and expensed the remaining unamortized deferred financing costs. Additionally, the Company redeemed a portion of the 8.625% Senior Secured Notes due 2026 in 2023 and expensed the associated portion of the unamortized deferred financing costs.
(5)		In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time.

	Last Twelve Months Ended
	September 30,				December 31,
	2025				2024
Reconciliation of net income to LTM EBITDA and Adjusted EBITDA:
Net income	$	14,372			$	19,521
Interest, net (1)		32,174				34,087
Income tax expense		5,401				5,506
Depreciation and amortization		20,079				16,420
EBITDA	$	72,026			$	75,534
Adjustments to EBITDA:
Stock-based compensation expense	$	6,146			$	8,545
Acquisition and integration costs (2)		4,110				—
Restructuring and other charges (3)		3,488				4,810
Loss on debt extinguishment (4)		287				2,987
Change in revenue recognition (5)		2,929				—
Subtotal of adjustments to EBITDA	$	16,960			$	16,342
LTM Adjusted EBITDA	$	88,986			$	91,876

	As of
	September 30,				December 31,
	2025				2024
Calculation of Net Leverage Ratio:
Senior Notes	$	265,000			$	285,000
ABL Revolver		47,000				—
Finance lease obligations		28,569				22,801
Total debt		340,569				307,801
Less: Cash and cash equivalents		(15,955	)			(33,544	)
Total net debt (a)	$	324,614			$	274,257
LTM Adjusted EBITDA (b)	$	88,986			$	91,876
Net Leverage Ratio (a)/(b)		3.6				3.0

(1)		The 2024 balance includes the payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026.
(2)		Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025.
(3)		Balance includes executive retention and severance costs, expenses related to production facility modernization efforts, and expenses paid by the Company on behalf of the significant stockholders that entered into an underwriting agreement for the sale of an aggregate of 1,380,000 shares of CPI common stock to the public.
(4)		In July 2024, the Company redeemed the entire principal balance of $267.9 million of the 8.625% Senior Secured Notes due 2026 and also repaid in full and terminated a prior Credit Agreement with Wells Fargo Bank, N.A. entered into in March 2021, and expensed the remaining unamortized deferred financing costs.
(5)		In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time.

EXHIBIT F
CPI Card Group Inc. and Subsidiaries
Supplemental GAAP to Non-GAAP Reconciliation
(dollars in thousands)
(Unaudited)
	Three Months Ended September 30, 2025											Three Months Ended September 30, 2024
	As Reported				Impacts from Change in Revenue Recognition			As Adjusted				As Reported			Impacts from Change in Revenue Recognition				As Adjusted
Consolidated CPI
Net Sales (1)	$	137,966			$	—		$	137,966			$	124,751		$	203			$	124,954
Net sales growth (% Change 2025 vs. 2024)		10.6	%						10.4	%
Debit and Credit
Net Sales	$	115,272			$	—		$	115,272			$	99,755		$	(110	)		$	99,645
Net sales growth (% Change 2025 vs. 2024)		15.6	%						15.7	%
Prepaid Debit
Net Sales	$	23,335			$	—		$	23,335			$	25,173		$	313			$	25,486
Net sales growth (% Change 2025 vs. 2024)		(7.3	)%						(8.4	)%
	Nine Months Ended September 30, 2025											Nine Months Ended September 30, 2024
	As Reported				Impacts from Change in Revenue Recognition			As Adjusted				As Reported			Impacts from Change in Revenue Recognition				As Adjusted
Consolidated CPI
Net Sales (1)	$	390,480			$	7,427		$	397,907			$	355,505		$	(3,518	)		$	351,987
Net sales growth (% Change 2025 vs. 2024)		9.8	%						13.0	%
Debit and Credit
Net Sales	$	322,549			$	2,059		$	324,608			$	283,348		$	370			$	283,718
Net sales growth (% Change 2025 vs. 2024)		13.8	%						14.4	%
Prepaid Debit
Net Sales	$	69,270			$	5,368		$	74,638			$	73,186		$	(3,888	)		$	69,298
Net sales growth (% Change 2025 vs. 2024)		(5.4	)%						7.7	%

(1)

For the three months ended September 30, 2025 and 2024, consolidated net sales include $641 and $177 of intersegment eliminations, respectively. For the nine months ended September 30, 2025 and 2024, consolidated net sales include $1,339 and $1,029 of intersegment eliminations, respectively.

 

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Source: CPI Card Group