CPI Closes Secondary Offering of Common Stock by Selling Stockholders; Underwriters Fully Exercise Overallotment Option

Existing CPI shareholders affiliated with Parallel49 Equity sold 2.69 million shares for about $57.8 million in a fully subscribed secondary offering.

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DENVER--(BUSINESS WIRE)-- CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology leader providing a comprehensive range of physical and digital payment solutions, today announced the closing of the previously announced registered underwritten secondary public offering of shares of the Company’s common stock by certain stockholders affiliated with Parallel49 Equity (the “selling stockholders”). The aggregate size of the offering was 2,687,921 shares of the Company’s common stock, including 350,598 shares of the Company’s common stock sold pursuant to full exercise of the underwriters’ option to purchase additional shares, at the public offering price of $21.50 per share.

Total gross proceeds from the offering to the selling stockholders, before deducting the underwriting discount and other estimated offering expenses, including the exercise of the underwriters’ option to purchase additional shares, were approximately $57.8 million. The Company did not receive any proceeds from the sale of the shares by the selling stockholders.

B. Riley Securities and D.A. Davidson & Co. acted as joint book-running managers for the offering. Lake Street Capital Markets acted as co-manager for the offering.

Freshfields US LLP served as legal counsel to CPI, DLA Piper LLP served as legal counsel to the selling stockholders and Akerman LLP served as legal counsel to the underwriters.

A registration statement on Form S-3 (File No. 333-259511) relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission (the “SEC”). The Company has filed with the SEC a final prospectus supplement and accompanying prospectus for the offering. The offering has been made only by means of a prospectus and final prospectus supplement. Copies of the prospectus and final prospectus supplement may be obtained by contacting: B. Riley Securities, Attention: Prospectus Department, 1300 17th Street North, Ste. 1300, Arlington, VA 22209, by telephone at (703) 312-9580, or by email at prospectuses@brileysecurities.com or D.A. Davidson & Co., Attention: Equity Syndicate Department, 1325 Avenue of the Americas, 17th Floor, New York, New York 10019, by telephone at 1 (800) 332-5915, or by email at: prospectusrequest@dadco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Forward-Looking Statements

Certain statements and information in this press release 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. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments 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, including, but not limited to, the risks and uncertainties set forth under the heading “Risk Factors” in the final prospectus supplement for the offering and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other reports filed from time to time by the Company with the SEC. The Company cautions and advises readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes 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, except as required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260914753567/en/

CPI Investor Relations:
Davis Barker, Head of Investor Relations & Corporate Development
(877) 369-9016
InvestorRelations@cpicardgroup.com

CPI Media Relations:
Media@cpicardgroup.com

Source: CPI Card Group

Key Terms

secondary public offering financial

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

underwriting discount financial

The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.

form s-3 regulatory

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.