PMTS CDO reports RSU vesting and tax withholding

CPI Card Group Inc. Chief Digital Officer Robert Michael Dixon reported routine equity compensation activity.

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Form Type

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Digital Officer Robert Michael Dixon reported routine equity compensation activity. On March 29, 2026, 242 restricted stock units converted into 242 shares of common stock at no exercise price as part of a scheduled vesting. The company withheld 73 shares at $14.19 per share to cover mandatory tax obligations, which was not an open-market sale. After these transactions, Dixon directly owned 7,717 shares of CPI Card Group common stock.

Insider Trade Summary

242 shares exercised/converted

Exercise 3 txns

Insider Dixon Robert Michael

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	242	$0.00	$0.00
Exercise	Common Stock	242	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	73	$14.19	$1K

Holdings After Transaction: Restricted Stock Units — 242 contracts (Direct); Common Stock — 7,717 shares (Direct)

Footnotes (3)

F1. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.
F2. Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs. Not an open market sale of securities.
F3. This line reports RSUs awarded on March 29, 2024, 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.

FAQ

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What did PMTS Chief Digital Officer Robert Michael Dixon report on this Form 4?

He reported routine equity compensation activity involving vested restricted stock units. 242 RSUs converted into 242 common shares at no cost, and some of those shares were withheld to cover mandatory taxes, leaving him with 7,717 directly owned PMTS shares.

How many CPI Card Group (PMTS) restricted stock units vested for Robert Michael Dixon?

A total of 242 restricted stock units vested and converted into 242 common shares. Each RSU represents the right to receive one common share of CPI Card Group upon vesting under the terms of the original March 29, 2024 award agreement.

Why were 73 CPI Card Group (PMTS) shares disposed of in this Form 4 filing?

The 73 shares were withheld by the company to satisfy mandatory tax withholding on the RSU vesting. The filing states this was not an open-market sale but a tax-withholding disposition associated with the equity compensation event.

What price was used for the 73 CPI Card Group (PMTS) shares withheld for taxes?

The shares withheld for tax obligations were valued at $14.19 per share. This price is used in the filing for the tax-withholding disposition and does not represent an open-market trade executed by the insider.

How many CPI Card Group (PMTS) shares does Robert Michael Dixon own after these transactions?

Following the RSU vesting and tax withholding, he directly owns 7,717 shares of CPI Card Group common stock. This total includes the newly issued shares from vested RSUs, net of those withheld to cover mandatory tax requirements.

What are the vesting terms of Robert Michael Dixon’s CPI Card Group RSU award?

The RSUs were awarded on March 29, 2024. According to the filing, 33.4% vest on the first anniversary, 33.3% on the second anniversary, and the remaining 33.3% on the third anniversary, subject to continued service or award agreement conditions.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/31/2026 - 05:35 PM EDT

SEC Form 4

FORM 4

UNITED 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^*

Dixon Robert Michael

(Last)

(First)

(Middle)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/29/2026		M		242	A	⁽¹⁾	7,790	D
Common Stock	03/29/2026		F⁽²⁾		73	D	$14.19	7,717	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/29/2026		M			242	⁽³⁾	⁽³⁾	Common Stock	242	$0	242	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. Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs. Not an open market sale of securities.

3. This line reports RSUs awarded on March 29, 2024, 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.

	/s/ Darren Dragovich, attorney-in-fact	03/31/2026
	** 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 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)

Source: View Original Filing on SEC EDGAR