STOCK TITAN

CPI Card director exercises RSUs, gets new grant

Riley H. Sanford’s Aug. 31 deferred RSU grant calls for 1,135 shares to be issued after separation, following an Aug. 29 exercise that raised his direct holdings to 263,279.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) reported insider equity compensation and related transactions by director and Non-Executive Chairman Riley H. Sanford. On August 29, 2026, Sanford exercised 1,948 deferred RSUs awarded on August 29, 2025, receiving 1,948 common shares, bringing direct common stock holdings to 263,279 shares. On August 31, 2026, Sanford received a new grant of 1,135 deferred RSUs, each representing one common share to be issued after separation from service, vesting on the first anniversary of the award date subject to continued service or the award agreement. Sanford also reports 5,400 common shares held indirectly by a spouse, with beneficial ownership disclaimed except to the extent of any pecuniary interest.

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Insider Riley H Sanford
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F4, F1, F5 1,135 $0.00 $0.00
Exercise Restricted Stock Units F1, F3 1,948 $0.00 $0.00
Exercise Common Stock F1 1,948 -- --
holding Common Stock F2 -- -- --
Holdings After Transaction: Restricted Stock Units — 1,135 contracts (Direct); Common Stock — 263,279 shares (Direct); Common Stock — 5,400 shares (Indirect, By Spouse)
Footnotes (5)
  1. F1. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.
  2. F2. The reporting person disclaims beneficial ownership of the securities held by the reporting person's spouse except to the extent of the reporting person's pecuniary interest therein.
  3. F3. This line reports 100% of the deferred RSUs that were awarded on the August 29, 2025 award date, which vested on the first anniversary of the award date.
  4. F4. This line represents deferred RSUs. The shares of Common Stock underlying these RSUs will be issued to the Reporting Person following the Reporting Person's separation from service with the Issuer.
  5. F5. The 1,135 RSUs reported on this line vest on the first anniversary of the August 31, 2026 award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.
RSUs granted 1,135 RSUs Deferred RSUs awarded August 31, 2026, vesting on first anniversary
RSUs exercised 1,948 RSUs Deferred RSUs awarded August 29, 2025 and vested on first anniversary
Common stock acquired from RSU exercise 1,948 shares Shares of common stock received upon RSU conversion on August 29, 2026
Direct common stock holdings 263,279 shares Direct ownership after August 29, 2026 transactions
Indirect common stock holdings (spouse) 5,400 shares Indirect ownership reported as held by spouse, with beneficial ownership disclaimed except for pecuniary interest
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents the right to receive one common share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
deferred RSUs financial
"This line represents deferred RSUs. The shares of Common Stock underlying"
pecuniary interest financial
"except to the extent of the reporting person's pecuniary interest therein"
separation from service financial
"will be issued to the Reporting Person following the Reporting Person's separation from service"

FAQ

What equity award did Riley H. Sanford receive from PMTS on August 31, 2026?

Riley H. Sanford received a grant of 1,135 deferred Restricted Stock Units (RSUs) on August 31, 2026. Each RSU represents the right to receive one share of CPI Card Group Inc. common stock after separation from service, and these RSUs vest on the first anniversary of the award date, subject to continued service.

What RSUs did Riley H. Sanford of PMTS exercise on August 29, 2026?

On August 29, 2026, Riley H. Sanford exercised 1,948 deferred RSUs that were awarded on August 29, 2025 and vested on the first anniversary of that award date. The exercise converted these RSUs into 1,948 shares of common stock of CPI Card Group Inc.

How many PMTS common shares does Riley H. Sanford hold directly after these transactions?

Following the August 29, 2026 RSU conversion, Riley H. Sanford holds 263,279 shares of CPI Card Group Inc. common stock directly. This figure reflects the common shares reported as owned directly after the derivative exercise transaction.

What indirect PMTS holdings are reported for Riley H. Sanford?

An indirect holding of 5,400 shares of CPI Card Group Inc. common stock is reported as owned by Riley H. Sanford’s spouse. Sanford disclaims beneficial ownership of these securities except to the extent of any pecuniary interest in them.

When do Riley H. Sanford’s new PMTS RSUs vest and settle?

The 1,135 RSUs awarded to Riley H. Sanford on August 31, 2026 vest on the first anniversary of that award date, subject to continued service or the award agreement. The underlying common shares will be issued after Sanford’s separation from service with CPI Card Group Inc.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Riley H Sanford

(Last)(First)(Middle)
C/O CPI CARD GROUP INC.
10368 WEST CENTENNIAL ROAD

(Street)
LITTLETON COLORADO 80127

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [ PMTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)XOther (specify below)
Non-Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/29/2026M1,948A(1)263,279D
Common Stock5,400IBy Spouse(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)08/29/2026M1,948 (3) (3)Common Stock1,948$00D
Restricted Stock Units(4)(1)08/31/2026A1,135 (5) (5)Common Stock1,135$01,135D
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. The reporting person disclaims beneficial ownership of the securities held by the reporting person's spouse except to the extent of the reporting person's pecuniary interest therein.
3. This line reports 100% of the deferred RSUs that were awarded on the August 29, 2025 award date, which vested on the first anniversary of the award date.
4. This line represents deferred RSUs. The shares of Common Stock underlying these RSUs will be issued to the Reporting Person following the Reporting Person's separation from service with the Issuer.
5. The 1,135 RSUs reported on this line vest on the first anniversary of the August 31, 2026 award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.
Remarks:
/s/ Darren Dragovich, attorney-in-fact09/01/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)