CPI Card Group (PMTS) digital chief details initial stock and RSU holdings

Rhea-AI Filing Summary

CPI Card Group Inc. filed an initial ownership report for Chief Digital Officer Robert Michael Dixon. The Form 3 shows his direct holdings of company equity, including common stock, stock options and multiple restricted stock unit (RSU) awards.

Each RSU represents the right to receive one common share upon vesting. The footnotes explain that these RSU grants generally vest over three years in tranches of 33.4%, 33.3% and 33.3%, subject to his continued service or the terms of the applicable award agreements. One line shows 7,548 shares of common stock held directly as of the reported date.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dixon Robert Michael

(Last) (First) (Middle)

10368 WEST CENTENNIAL ROAD

(Street)

LITTLETON CO 80127

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2026

3. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [ PMTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Digital Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,548	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	09/21/2028	Common Stock	942	$29.62	D
Stock Option (Right to Buy)	(3)	09/30/2029	Common Stock	1,293	$15.76	D
Restricted Stock Units	(4)	(4)	Common Stock	636	(1)	D
Restricted Stock Units	(5)	(5)	Common Stock	740	(1)	D
Restricted Stock Units	(6)	(6)	Common Stock	1,057	(1)	D
Restricted Stock Units	(7)	(7)	Common Stock	484	(1)	D
Restricted Stock Units	(8)	(8)	Common Stock	356	(1)	D
Restricted Stock Units	(9)	(9)	Common Stock	308	(1)	D
Restriced Stock Units	(10)	(10)	Common Stock	608	(1)	D
Restricted Stock Units	(11)	(11)	Common Stock	2,228	(1)	D
Restricted Stock Units	(12)	(12)	Common Stock	862	(1)	D
Restricted Stock Units	(13)	(13)	Common Stock	1,120	(1)	D
Restricted Stock Units	(14)	(14)	Common Stock	1,566	(1)	D
Restricted Stock Units	(15)	(15)	Common Stock	1,870	(1)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.

2. This option vested in two equal annual installments beginning on September 21, 2022.

3. This option vested in two equal annual installments beginning on September 30, 2023.

4. This line reports RSUs awarded on June 9, 2023, of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

5. This line reports RSUs awarded on August 31, 2023, of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

6. This line reports RSUs awarded on November 30, 2023, of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

7. This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

8. This line reports RSUs awarded on May 31, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

9. This line reports RSUs awarded on August 30, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

10. This line reports RSUs awarded on November 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

11. This line reports RSUs awarded on December 31, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

12. This line reports RSUs awarded on March 31, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

13. This line reports RSUs awarded on May 30, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

14. This line reports RSUs awarded on August 29, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

15. This line reports RSUs awarded on November 28, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest on the third anniversary of the award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney. This Form 3 is being filed late due to unanticipated delays in receiving the Reporting Person's EDGAR codes.

	/s/ Darren Dragovich, attorney-in-fact	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does CPI Card Group (PMTS) Form 3 for Robert Michael Dixon show?

The Form 3 shows Chief Digital Officer Robert Michael Dixon’s initial beneficial ownership in CPI Card Group, including directly held common stock, stock options, and several restricted stock unit awards with specified vesting schedules over three years.

How many CPI Card Group common shares does Robert Michael Dixon hold directly?

The filing lists a line of common stock with 7,548 shares held directly. This figure reflects his reported direct common share ownership as of the Form 3’s reported date, separate from his stock options and restricted stock unit awards.

How do Robert Michael Dixon’s RSUs in CPI Card Group (PMTS) vest?

Each restricted stock unit grant generally vests over three years: 33.4% on the first anniversary of the award date, 33.3% on the second anniversary, and the remaining 33.3% on the third anniversary, subject to his continued service or award agreement terms.

What does each restricted stock unit represent in the PMTS Form 3?

Each restricted stock unit represents the right to receive one CPI Card Group common share upon vesting. Once the vesting conditions are met under the award agreement, the RSUs convert into an equivalent number of common shares for the reporting person.

Are there stock options disclosed for Robert Michael Dixon in CPI Card Group?

Yes. The Form 3 lists stock options described as rights to buy CPI Card Group common shares. Footnotes state specific option grants vest in two equal annual installments beginning on dates in 2022 and 2023, reflecting their exercise eligibility timing.