CPI Card (PMTS) CCO exercises RSUs; 641 shares withheld

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Commercial Officer Margaret O'Leary reported routine equity compensation activity involving restricted stock units. She exercised 2,229 RSUs into an equal number of common shares. To cover mandatory taxes on the vesting, the issuer withheld 641 shares at $18.48 per share, which is not an open-market sale. After these transactions, she holds 30,264 common shares directly and 500 common shares indirectly through her spouse.

Insider Trade Summary

2,229 shares exercised/converted

Mixed 4 txns

Insider O'LEARY MARGARET

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,229	$0.00	--
Exercise	Common Stock	2,229	$0.00	--
Tax Withholding	Common Stock	641	$18.48	$12K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 30,905 shares (Direct, null); Common Stock — 500 shares (Indirect, By Spouse)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU. Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs. Not an open market sale of securities. This line reports RSUs that were awarded on the June 9, 2023 award date, which vested in substantially equal installments on the first, second and third anniversaries of the award date.

Key Figures

RSUs exercised: 2,229 shares Shares withheld for taxes: 641 shares Tax withholding price: $18.48 per share +2 more

5 metrics

RSUs exercised 2,229 shares Restricted stock units converted to common stock on June 9, 2026

Shares withheld for taxes 641 shares Withheld by issuer to satisfy mandatory tax withholding

Tax withholding price $18.48 per share Price used for shares withheld to cover tax liability

Direct holdings after transactions 30,264 shares Common stock held directly by Margaret O'Leary after June 9, 2026

Indirect holdings by spouse 500 shares Common stock reported as indirectly owned through spouse

Key Terms

restricted stock unit ("RSU"), mandatory tax withholding requirement, open market sale of securities, derivative security

4 terms

restricted stock unit ("RSU") financial

"Each restricted stock unit ("RSU") represents the right to receive one common share"

mandatory tax withholding requirement financial

"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting"

open market sale of securities financial

"Not an open market sale of securities."

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

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^*

O'LEARY MARGARET

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/09/2026		M		2,229	A	(1)	30,905	D
Common Stock	06/09/2026		F(2)		641	D	$18.48	30,264	D
Common Stock								500	I	By Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/09/2026		M			2,229	(3)	(3)	Common Stock	2,229	$0	0	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 that were awarded on the June 9, 2023 award date, which vested in substantially equal installments on the first, second and third anniversaries of the award date.

	/s/ Darren Dragovich, attorney-in-fact	06/11/2026
	** 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)

FAQ

What insider equity transactions did CPI Card Group (PMTS) report for Margaret O'Leary?

CPI Card Group reported that Chief Commercial Officer Margaret O'Leary exercised 2,229 restricted stock units into common shares. The company also withheld 641 shares to satisfy mandatory tax obligations tied to the RSU vesting, a non-market transaction.

How many CPI Card Group (PMTS) RSUs did Margaret O'Leary convert to common stock?

Margaret O'Leary converted 2,229 restricted stock units into 2,229 CPI Card Group common shares. Each RSU represents the right to receive one common share upon vesting, so the exercise directly increased her common stock holdings by that same amount.

Were Margaret O'Leary's CPI Card Group (PMTS) transactions open-market sales?

The filing states that 641 shares were withheld by CPI Card Group to meet mandatory tax withholding on RSU vesting. It explicitly notes this was not an open market sale of securities, but an administrative tax-withholding disposition by the issuer.

What are Margaret O'Leary's CPI Card Group (PMTS) share holdings after these transactions?

Following the RSU conversion and tax withholding, Margaret O'Leary holds 30,264 CPI Card Group common shares directly. The filing also reports an additional 500 common shares held indirectly through her spouse, reflecting a separate indirect ownership position.

What does indirect ownership "By Spouse" mean in the CPI Card Group (PMTS) Form 4?

Indirect ownership "By Spouse" indicates 500 CPI Card Group common shares are held in the name of Margaret O'Leary's spouse. These shares are reported as an indirect interest, separate from the 30,264 common shares she holds directly in her own name.