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

Rhea-AI Filing Summary

Expro Group Holdings N.V. (XPRO) filed a Form 4 disclosing equity grants to its newly reported Chief Financial Officer, Sergio L. Maiworm Jr. On 30 June 2025, the executive received two separate awards of restricted stock units (RSUs):

• 286,041 RSUs that cliff-vest on 30 June 2028.
• 42,792 RSUs that vest one-third each on 30 June 2026, 2027 and 2028.

The combined 328,833 RSUs represent the CFO’s entire reported beneficial ownership following the transactions. Both awards were granted as inducement awards under NYSE Rule 303A.08 and were acquired at $0 cost, implying no open-market purchase or sale of common stock. No derivative securities were involved, and no dispositions were reported.

The multi-year vesting schedules aim to encourage long-term value creation, while the issuance of new shares introduces a modest dilutive element. No other financial metrics, sales, or option exercises were disclosed in the filing.

Positive

• Long-term vesting schedule (2026-2028) aligns CFO incentives with sustained shareholder value.
• Equity-based inducement conserves cash while attracting senior talent.

Negative

• Issuance of 328,833 new shares introduces incremental dilution when RSUs vest.
• No insider purchase signal; shares were granted at $0, offering limited confidence cue for investors.

Insights

Corporate Governance Analyst

TL;DR: Long-dated RSUs align new CFO with shareholders; modest dilution, overall governance-neutral.

The Form 4 shows the board using equity to attract and retain a senior finance leader. Inducement grants totaling 328,833 RSUs vest entirely by mid-2028, locking the CFO into a four-year horizon. Such grants are common for external hires and foster alignment without immediate cash expense. Because the award price is $0, dilution is the only shareholder cost; however, the magnitude appears limited and is spread over several years. No sales signal or leverage is present, so the action is governance-acceptable and slightly positive for long-term incentive structure.

Portfolio Manager

TL;DR: Insider activity is an equity grant, not a buy or sell—impact on valuation minimal.

From a portfolio perspective, this Form 4 is routine. The grant does not change cash flows or near-term share count meaningfully and offers no insight into operating performance. The absence of open-market purchases removes any bullish insider-sentiment read. Investors should note potential dilution once RSUs vest, but the staggered schedule tempers the effect. Overall, I view the filing as non-impactful to valuation models.

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
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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^*

Carmignani Donna Abbey

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller & Chief Acct. Off.

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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)	06/30/2025		A		750		(2)	(2)	Common Stock	750	$0	750	D
Performance Stock Units	(3)	06/30/2025		A		750		(4)	06/30/2027	Common Stock	750	$0	750	D

Explanation of Responses:

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

2. 100% of the RSUs reported on this line vest on the second anniversary of the June 30, 2025 award date, subject to the reporting person's continued service through such date.

3. Each performance stock unit ("PSU") represents a contingent right to receive one common share of the Issuer upon vesting of such PSU.

4. 100% of the PSUs reported on this line vest on the date the Issuer's Compensation Committee certifies the achievement of the performance condition related to the filing of the Issuer's 2026 Annual Report on Form 10-K, subject to the reporting person's continued service through such date.

	/s/ Darren Dragovich, attorney-in-fact	07/02/2025
	** 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).
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FAQ

How many RSUs were granted to XPRO CFO Sergio Maiworm?

The Form 4 reports a total of 328,833 restricted stock units granted.

What are the vesting dates for the newly granted RSUs to XPRO’s CFO?

286,041 RSUs vest on 30 June 2028; 42,792 RSUs vest one-third each on 30 June 2026, 2027 and 2028.

Did the CFO of Expro Group buy or sell shares in this Form 4?

No. The filing shows equity grants at $0 cost; there were no open-market purchases or sales.

What transaction code appears in XPRO’s latest Form 4?

The transaction code is A, indicating an acquisition of shares (grants).

How many XPRO shares does the CFO beneficially own after the transactions?

Following the grants, the CFO beneficially owns 328,833 RSUs, contingent on vesting.