CPI Card Group (NASDAQ: PMTS) CCO logs RSU grant, vesting and tax withholding

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Commercial Officer Margaret O'Leary reported compensation-related equity activity over several days involving restricted stock units (RSUs) and common shares. She received a grant of 3,342 RSUs on May 29, 2026, each representing one share of common stock upon vesting. On May 30 and 31, 2026, previously awarded RSUs vested and were converted into a total of 1,536 common shares, while 443 shares were withheld by the company at $16.97 per share to satisfy mandatory tax obligations, which the filing notes is not an open-market sale. Following these transactions, she directly held 28,676 common shares and also reported 500 common shares held indirectly by her spouse.

Insights

Equity compensation analyst

Routine RSU grant, vesting, and tax withholding with no open-market trading.

The filing shows Margaret O'Leary receiving 3,342 restricted stock units, plus vesting of earlier RSU awards that converted into 1,536 common shares. These are standard components of executive equity compensation rather than discretionary stock purchases or sales.

Two F-code entries reflect 443 common shares withheld at $16.97 per share to cover mandatory tax obligations, explicitly described as not open-market sales. After these events she holds 28,676 common shares directly and 500 shares indirectly through her spouse, suggesting routine position maintenance rather than a major strategic shift.

Insider Trade Summary

1,536 shares exercised/converted

Mixed 8 txns

Insider O'LEARY MARGARET

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	714	$0.00	--
Exercise	Common Stock	714	$0.00	--
Tax Withholding	Common Stock	206	$16.97	$3K
Exercise	Restricted Stock Units	822	$0.00	--
Exercise	Common Stock	822	$0.00	--
Tax Withholding	Common Stock	237	$16.97	$4K
Grant/Award	Restricted Stock Units	3,342	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 714 shares (Direct, null); Common Stock — 28,882 shares (Direct, null); Common Stock — 500 shares (Indirect, By Spouse)

Footnotes (1)

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. This line reports RSUs that were awarded on the May 31, 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.

Key Figures

New RSU grant: 3,342 RSUs RSUs converted to common: 1,536 shares Shares withheld for taxes: 443 shares +5 more

8 metrics

New RSU grant 3,342 RSUs Award reported on May 29, 2026

RSUs converted to common 1,536 shares 822 shares on May 30, 2026; 714 shares on May 31, 2026

Shares withheld for taxes 443 shares 237 shares and 206 shares at $16.97 per share

Tax withholding price $16.97 per share Value used for F-code withholding entries

Direct common shares after transactions 28,676 shares Direct ownership following May 31, 2026 events

Indirect spouse holdings 500 shares Common stock held indirectly by spouse as of May 29, 2026

Tax-withholding transactions 2 entries F-code dispositions covering 443 shares total

Derivative exercises 2 transactions, 1,536 shares M-code exercises converting RSUs into common stock

Key Terms

Restricted Stock Units, mandatory tax withholding requirement, not an open market sale of securities, grant, award, or other acquisition, +1 more

5 terms

Restricted Stock Units financial

"This line reports RSUs that were awarded on the May 30, 2025 award date"

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 upon vesting of RSUs"

not an open market sale of securities financial

"Not an open market sale of securities"

grant, award, or other acquisition financial

"Grant, award, or other acquisition"

vests in three substantially equal installments financial

"Represents a restricted stock unit award which vests in three substantially equal installments"

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Form 4 Insider Transactions: What Each Field Means →

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^*

O'LEARY MARGARET

(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 Commercial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/30/2026		M		822	A	(1)	28,405	D
Common Stock	05/30/2026		F(2)		237	D	$16.97	28,168	D
Common Stock	05/31/2026		M		714	A	(1)	28,882	D
Common Stock	05/31/2026		F(2)		206	D	$16.97	28,676	D
Common Stock								500	I	By Spouse

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)	05/29/2026		A		3,342		(3)	(3)	Common Stock	3,342	$0	3,342	D
Restricted Stock Units	(1)	05/30/2026		M			822	(4)	(4)	Common Stock	822	$0	1,642	D
Restricted Stock Units	(1)	05/31/2026		M			714	(5)	(5)	Common Stock	714	$0	714	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.

5. This line reports RSUs that were awarded on the May 31, 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.

	/s/ Darren Dragovich, attorney-in-fact	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)

FAQ

What equity transactions did CPI Card Group (PMTS) executive Margaret O'Leary report?

Margaret O'Leary reported a new grant of 3,342 restricted stock units and the vesting of earlier RSU awards converting into 1,536 common shares. The filing also shows share withholding to cover taxes, but no open-market purchases or sales.

How many CPI Card Group (PMTS) shares does Margaret O'Leary hold after this Form 4?

After the reported transactions, Margaret O'Leary directly holds 28,676 shares of common stock. The filing also reports an additional 500 common shares held indirectly by her spouse, reflecting separate indirect ownership reported on the same date.

Were any of Margaret O'Leary’s CPI Card Group (PMTS) transactions open-market sales or purchases?

No open-market trades are reported. Shares labeled with code F were withheld by the issuer at $16.97 per share to satisfy mandatory tax withholding, which the filing specifically notes is not an open market sale of securities.

What restricted stock unit grant did Margaret O'Leary receive from CPI Card Group (PMTS)?

She received a grant of 3,342 restricted stock units, each representing the right to receive one common share upon vesting. Footnotes state this award vests in three substantially equal installments on May 29, 2027, 2028, and 2029, subject to continued service.

How many CPI Card Group (PMTS) shares were withheld for taxes on Margaret O'Leary’s vesting events?

A total of 443 common shares were withheld to satisfy mandatory tax withholding on RSU vesting. The filing lists 237 shares and 206 shares withheld on consecutive days, each valued at $16.97 per share, rather than sold in the market.

What RSU vesting activity did CPI Card Group (PMTS) disclose for Margaret O'Leary?

The company reported vesting of RSUs previously awarded on May 30, 2025 and May 31, 2024. These vestings converted into 822 and 714 common shares, respectively, with portions of those shares withheld to cover tax obligations at vesting.