STOCK TITAN

CPI Card COO granted 1,988 RSUs; tax shares withheld

RSUs vested and were converted into 1,150 and 619 shares, while CPI Card Group withheld 337 and 182 shares for taxes, not open-market sales.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) reported several equity compensation transactions by Chief Operating Officer Anntoinette Thompson. On August 31, 2026, she received a grant of 1,988 Restricted Stock Units, each representing one common share, vesting in three substantially equal installments in 2027, 2028, and 2029, subject to continued service. On August 29–30, 2026, previously granted RSUs vested and were converted into 1,150 and 619 common shares, respectively. In connection with these vestings, the issuer withheld 337 and 182 shares at $28.83 per share to satisfy mandatory tax withholding obligations, which were not open market sales.

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Insider Thompson Anntoinette
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F5 1,988 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 619 $0.00 $0.00
Exercise Common Stock F1 619 -- --
Tax Withholding Common Stock F2 182 $28.83 $5K
Exercise Restricted Stock Units F1, F3 1,150 $0.00 $0.00
Exercise Common Stock F1 1,150 -- --
Tax Withholding Common Stock F2 337 $28.83 $10K
Holdings After Transaction: Restricted Stock Units — 4,903 contracts (Direct); Common Stock — 10,870 shares (Direct)
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. Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting RSUs. Not an open market sale of securities.
  3. F3. This line reports RSUs that were awarded on the August 29, 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.
  4. F4. This line reports RSUs that were awarded on the August 30, 2024 award date, which vested in substantially equal installments on the first and second anniversaries of the award date. The remaining RSUs granted on the award date will vest in a substantially equal installment 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. F5. Represents a restricted stock unit award which vests in three substantially equal installments on August 31, 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.
New RSU grant 1,988 Restricted Stock Units Awarded to COO Anntoinette Thompson on August 31, 2026
RSUs converted to common stock 1,150 shares RSUs awarded August 29, 2025, vested and converted on August 29, 2026
RSUs converted to common stock 619 shares RSUs awarded August 30, 2024, partially vested and converted on August 30, 2026
Shares withheld for taxes 337 shares Withheld on August 29, 2026 to satisfy tax withholding on RSU vesting
Shares withheld for taxes 182 shares Withheld on August 30, 2026 to satisfy tax withholding on RSU vesting
Tax withholding price $28.83 per share Applied to shares withheld under transaction code F on August 29–30, 2026
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.
vesting financial
"will vest in substantially equal installments on the second and third anniversaries"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
mandatory tax withholding financial
"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement"

FAQ

What equity award did CPI Card Group Inc. (PMTS) grant to Anntoinette Thompson?

On August 31, 2026, Anntoinette Thompson received 1,988 Restricted Stock Units of CPI Card Group Inc., each representing one common share. The award vests in three substantially equal installments on August 31, 2027, 2028, and 2029, subject to her continued service or the award agreement terms.

How many CPI Card Group Inc. (PMTS) RSUs vested and were converted to shares?

Previously granted RSUs vested and were converted into 1,150 common shares on August 29, 2026, and 619 common shares on August 30, 2026. Each vested Restricted Stock Unit represented the right to receive one common share of CPI Card Group Inc.

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

No. The filing states that 337 and 182 CPI Card Group Inc. shares were withheld by the issuer to satisfy mandatory tax withholding upon RSU vesting. The footnote clarifies these were not open market sales of securities.

What price was used for tax withholding on CPI Card Group Inc. (PMTS) shares?

For tax withholding related to RSU vesting, CPI Card Group Inc. withheld 337 and 182 common shares at a price of $28.83 per share, as reported with transaction code F for payment of tax liability by delivering or withholding securities.

Over what period will the new RSU grant at CPI Card Group Inc. (PMTS) vest?

The new grant of 1,988 RSUs to Anntoinette Thompson will vest in three substantially equal installments on August 31, 2027, 2028, and 2029, subject to her continued service or as otherwise provided in the applicable award agreement.

What were the original award dates of the RSUs that vested for CPI Card Group Inc. (PMTS)?

The 1,150 RSUs that vested on August 29, 2026, were awarded on August 29, 2025. The 619 RSUs that vested on August 30, 2026, were awarded on August 30, 2024, with vesting in substantially equal annual installments over three years.

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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*
Thompson Anntoinette

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
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 Stock08/29/2026M1,150A(1)10,770D
Common Stock08/29/2026F(2)337D$28.8310,433D
Common Stock08/30/2026M619A(1)11,052D
Common Stock08/30/2026F(2)182D$28.8310,870D
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)08/29/2026M1,150 (3) (3)Common Stock1,150$02,296D
Restricted Stock Units(1)08/30/2026M619 (4) (4)Common Stock619$0619D
Restricted Stock Units(1)08/31/2026A1,988 (5) (5)Common Stock1,988$01,988D
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 RSUs. Not an open market sale of securities.
3. This line reports RSUs that were awarded on the August 29, 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.
4. This line reports RSUs that were awarded on the August 30, 2024 award date, which vested in substantially equal installments on the first and second anniversaries of the award date. The remaining RSUs granted on the award date will vest in a substantially equal installment 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. Represents a restricted stock unit award which vests in three substantially equal installments on August 31, 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.
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)