CPI Card Group (PMTS) legal chief gets 2,287 RSUs, 562 vest with tax shares withheld

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CPI Card Group Inc. reported routine equity compensation activity for Chief Legal/Compliance Officer Darren Dragovich. He received a grant of 2,287 restricted stock units (RSUs) on May 29, 2026, each representing one share of common stock upon vesting. These RSUs vest in three substantially equal installments on May 29, 2027, May 29, 2028, and May 29, 2029, subject to continued service.

On May 30, 2026, 562 previously granted RSUs vested and were converted into 562 shares of common stock. Of these, 162 shares were withheld by the issuer to satisfy mandatory tax withholding, which the filing states is not an open market sale. After these transactions, Dragovich directly held 3,681 common shares and 2,287 RSUs.

Insider Trade Summary

562 shares exercised/converted

Mixed 4 txns

Insider Dragovich Darren

Role Chief Legal/Compliance Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	562	$0.00	--
Exercise	Common Stock	562	$0.00	--
Tax Withholding	Common Stock	162	$16.97	$3K
Grant/Award	Restricted Stock Units	2,287	$0.00	--

Holdings After Transaction: Restricted Stock Units — 1,118 shares (Direct, null); Common Stock — 3,681 shares (Direct, null)

Footnotes (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. Represents a restricted stock unit award which vests in three substantially equal installments on May 29, 2027, 2028, and 2029, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement. This line reports RSUs that were awarded on the May 30, 2025 award date, which vested on the first anniversary of the award date. The remaining RSUs granted on the award date will vest in substantially equal installments on the second and third anniversaries 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.

Key Figures

Tax-withheld shares: 162 shares Vested RSUs converted: 562 shares New RSU grant: 2,287 RSUs +3 more

6 metrics

Tax-withheld shares 162 shares Shares withheld to satisfy mandatory tax withholding on RSU vesting

Vested RSUs converted 562 shares RSUs vested and converted into common stock on May 30, 2026

New RSU grant 2,287 RSUs Restricted stock unit award granted on May 29, 2026

Common shares after exercise 3,681 shares Direct common stock holdings after RSU vesting and tax withholding

RSUs outstanding after grant 2,287 RSUs Unvested restricted stock units held after the reported transactions

Tax withholding transaction price $16.97 per share Value used for 162 shares withheld for tax obligations

Key Terms

Restricted Stock Units, tax withholding, derivative security, grant, award, or other acquisition

4 terms

Restricted Stock Units financial

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

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.

tax withholding financial

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

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

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.

grant, award, or other acquisition financial

"Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 06:05 PM

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^*

Dragovich Darren

(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 Legal/Compliance Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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	05/30/2026		M		562	A	⁽¹⁾	3,681	D
Common Stock	05/30/2026		F⁽²⁾		162	D	$16.97	3,519	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⁾	05/29/2026		A		2,287		⁽³⁾	⁽³⁾	Common Stock	2,287	$0	2,287	D
Restricted Stock Units	⁽¹⁾	05/30/2026		M			562	⁽⁴⁾	⁽⁴⁾	Common Stock	562	$0	1,118	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. Represents a restricted stock unit award which vests in three substantially equal installments on May 29, 2027, 2028, and 2029, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.

4. This line reports RSUs that were awarded on the May 30, 2025 award date, which vested on the first anniversary of the award date. The remaining RSUs granted on the award date will vest in substantially equal installments on the second and third anniversaries 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	06/02/2026
	** 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

FAQ

What insider transactions did CPI Card Group (PMTS) disclose for Darren Dragovich?

CPI Card Group disclosed that Darren Dragovich received 2,287 new RSUs and had 562 previously granted RSUs vest into common shares. A portion of the vested shares was withheld to cover tax obligations, and no open market sale was reported.

How many restricted stock units were granted to the CPI Card Group (PMTS) officer?

The filing shows a grant of 2,287 restricted stock units to Darren Dragovich. Each RSU represents the right to receive one share of CPI Card Group common stock upon vesting, subject to his continued service under the applicable award agreement.

When will the newly granted RSUs for CPI Card Group (PMTS) vest?

The 2,287 RSUs granted to Darren Dragovich vest in three substantially equal installments on May 29, 2027, May 29, 2028, and May 29, 2029. Vesting is conditioned on his continued service or other terms in the award agreement.

Were any CPI Card Group (PMTS) shares sold on the open market in this Form 4?

The Form 4 states that 162 shares were withheld by CPI Card Group to satisfy mandatory tax withholding on vested RSUs. The footnote clarifies this is not an open market sale, but a tax-withholding disposition by the issuer.

How many CPI Card Group (PMTS) common shares does Darren Dragovich hold after these transactions?

After the reported transactions, Darren Dragovich directly held 3,681 shares of CPI Card Group common stock. He also held 2,287 RSUs that may convert into additional shares as they vest over the scheduled dates, subject to service conditions.

What RSU vesting occurred for CPI Card Group (PMTS) on May 30, 2026?

On May 30, 2026, 562 restricted stock units previously awarded to Darren Dragovich vested and converted into 562 common shares. The filing notes these RSUs were from a May 30, 2025 award with remaining tranches vesting on later anniversaries.