[Form 4] CPI Card Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) insider Riley H. Sanford, a non-executive chairman and director, reported equity changes tied to restricted stock units (RSUs). The filing shows RSU awards dated August 29 and August 30, 2025, and the vesting/issuance activity resulted in the reporting person holding 41,457 shares following the reported transactions. The Form 4 notes 1,948 RSUs awarded August 29, 2025 that vest on the first anniversary of that award and 924 deferred RSUs from an August 30, 2024 award that vested on the 12-month anniversary and were reported as acquired.

The filing is administrative in nature: it documents the grant and vesting mechanics of RSUs, the conversion terms (each RSU equals one common share), and indicates the reporting person continues to hold the resulting common stock directly.

Insights

Financial Analyst

TL;DR: Insider received and vested RSUs, increasing direct holdings to 41,457 shares; transaction appears routine and compensatory.

The Form 4 discloses grants and vesting of restricted stock units to Riley H. Sanford, including deferred RSUs that vested and were issued following separation provisions and service-based vesting that occurs one year after the August 29, 2025 award. The filing shows conversion of RSUs into common shares at a one-for-one rate and reports the reporting person's beneficial ownership after these events. There is no sale or disposition of shares reported and no option exercises or cash transactions disclosed. From an earnings or liquidity perspective, the activity is compensatory and does not indicate market trading by the insider.

Corporate Governance Expert

TL;DR: This is standard insider reporting for equity compensation with service-vesting and deferred issuance features.

The disclosure describes two categories of RSUs: time-vested awards that vest on the first anniversary of grant and deferred RSUs issued post-separation, both convertible to common stock upon vesting. The Form 4 properly identifies the reporting person's role as non-executive chairman and indicates direct ownership form. There are no indications of rule 10b5-1 plans or sales, and the signature is by attorney-in-fact, consistent with standard filing practice. Governance implications are routine: equity used for retention and alignment, with timely reporting of the resulting holdings.

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

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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 CO 80127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [ PMTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Non-Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/30/2025		M		924	A	(1)	41,457	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(2)	(1)	08/29/2025		A		1,948		(3)	(3)	Common Stock	1,948	$0	1,948	D
Restricted Stock Units	(1)	08/30/2025		M			924	(4)	(4)	Common Stock	924	$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. 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.

3. The 1,948 RSUs reported on this line vest on the first anniversary of the August 29, 2025 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 100% of the deferred RSUs that were awarded on the August 30, 2024 award date, which vested on the 12 month anniversary of the award date.

	Darren Dragovich, attorney-in-fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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