STOCK TITAN

CPI Card exec gets 1,362 RSUs, 1,418 shares vest

On Aug. 31, 2026, Dixon received a new award of 1,362 RSUs that will vest in three installments from Aug. 31, 2027 through 2029, subject to continued service.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) reported multiple equity compensation transactions for Chief Digital Officer Robert Michael Dixon over August 29–31, 2026. Previously granted restricted stock units (RSUs) from 2023, 2024, and 2025 vested, with each RSU converting into one share of common stock. In connection with these vestings, the issuer withheld shares to satisfy mandatory tax withholding requirements, which were not open-market sales. On August 31, 2026, Dixon also received a new award of 1,362 RSUs that will vest in three substantially equal installments on August 31, 2027, 2028, and 2029, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Dixon Robert Michael
Role Chief Digital Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F5 740 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F6 1,362 $0.00 $0.00
Exercise Common Stock F1 740 -- --
Tax Withholding Common Stock F2 223 $28.97 $6K
Exercise Restricted Stock Units F1, F4 154 $0.00 $0.00
Exercise Common Stock F1 154 -- --
Tax Withholding Common Stock F2 47 $28.83 $1K
Exercise Restricted Stock Units F1, F3 524 $0.00 $0.00
Exercise Common Stock F1 524 -- --
Tax Withholding Common Stock F2 158 $28.83 $5K
Holdings After Transaction: Restricted Stock Units — 2,558 contracts (Direct); Common Stock — 9,737 shares (Direct)
Footnotes (6)
  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. This line reports the remaining RSUs that were awarded on the August 31, 2023 award date, which vested in substantially equal installments on the first, second and third anniversaries of the award date.
  6. F6. 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.
Derivative exercises (shares) 1,418 shares Total shares from derivative exercises (code M) in this Form 4
Tax withholding shares 428 shares Shares delivered or withheld for tax liability (code F) in this Form 4
New RSU award 1,362 RSUs Restricted stock unit grant to Robert Michael Dixon on August 31, 2026
Tax withholding price 1 $28.83 per share Price used for F-code withholding transactions on August 29–30, 2026
Tax withholding price 2 $28.97 per share Price used for F-code withholding transaction on August 31, 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.
mandatory tax withholding requirement financial
"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement"
Exercise or conversion of derivative security financial
"transaction_code_description":"Exercise or conversion of derivative security"
Payment of tax liability by delivering or withholding securities financial
"transaction_code_description":"Payment of tax liability by delivering or withholding securities"

FAQ

What equity transactions did PMTS executive Robert Michael Dixon report in this Form 4?

Robert Michael Dixon reported RSU vesting and conversions into common stock on August 29–31, 2026, related to awards granted in 2023, 2024, and 2025, plus a new grant of 1,362 RSUs on August 31, 2026 that will vest over three years.

How many restricted stock units were newly granted to the PMTS executive?

On August 31, 2026, Robert Michael Dixon received a grant of 1,362 restricted stock units, each representing the right to receive one share of CPI Card Group Inc. common stock upon vesting, subject to continued service through the scheduled vesting dates.

Over what period will the new 1,362 RSUs for PMTS vest?

The 1,362 RSUs granted on August 31, 2026 will vest in three substantially equal installments on August 31, 2027, 2028, and 2029, provided that the reporting person continues in service or as otherwise provided in the applicable award agreement.

Were any PMTS shares sold on the open market in this Form 4?

No. Shares coded as transaction type F were withheld by the issuer to satisfy mandatory tax withholding requirements upon RSU vesting. A footnote states these are not open market sales of securities.

What prices were used for tax withholding on PMTS common stock?

Shares withheld for tax purposes were valued at per-share prices of $28.83 and $28.97 on different dates, according to the Form 4 transactions coded F, which are described as payments of tax liability by delivering or withholding securities.

How many shares were involved in derivative exercises for PMTS in this Form 4?

The transaction summary reports 1,418 shares involved in derivative exercises (code M) where RSUs converted into common stock during the reported period, reflecting vesting of prior RSU awards.

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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Digital 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 Stock08/29/2026M524A(1)9,271D
Common Stock08/29/2026F(2)158D$28.839,113D
Common Stock08/30/2026M154A(1)9,267D
Common Stock08/30/2026F(2)47D$28.839,220D
Common Stock08/31/2026M740A(1)9,960D
Common Stock08/31/2026F(2)223D$28.979,737D
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)08/29/2026M524 (3) (3)Common Stock524$01,042D
Restricted Stock Units(1)08/30/2026M154 (4) (4)Common Stock154$0154D
Restricted Stock Units(1)08/31/2026M740 (5) (5)Common Stock740$00D
Restricted Stock Units(1)08/31/2026A1,362 (6) (6)Common Stock1,362$01,362D
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. This line reports the remaining RSUs that were awarded on the August 31, 2023 award date, which vested in substantially equal installments on the first, second and third anniversaries of the award date.
6. 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)