CPI Card Group (PMTS) CEO granted 27,472 RSUs and settles taxes with shares

Rhea-AI Filing Summary

CPI Card Group Inc. President and CEO John Lowe reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. He received a grant of 27,472 RSUs, each representing one share of common stock upon vesting. On two dates, RSUs previously granted vested and were converted into a total of 10,990 common shares, while 4,834 shares of common stock were withheld by the company at $16.97 per share to cover mandatory tax obligations, which the filing notes were not open‑market sales. After these transactions, Lowe directly holds 67,762 common shares and continues to hold the newly granted RSUs, which are scheduled to vest in three equal installments in 2027, 2028, and 2029 if his service continues.

Insights

Equity compensation analyst

CEO activity reflects routine RSU grants, vesting, and tax withholding, not open-market trading.

The filing shows John Lowe receiving 27,472 restricted stock units that convert one-for-one into common shares upon vesting. It also records exercises of earlier RSU awards totaling 10,990 shares of common stock.

To satisfy mandatory taxes on these vestings, the issuer withheld 4,834 shares at $16.97 per share, explicitly described as not open-market sales. Following these transactions, Lowe directly holds 67,762 common shares plus unvested RSUs that are scheduled to vest through 2029, indicating ongoing equity-based compensation rather than discretionary buying or selling.

Insider Trade Summary

10,990 shares exercised/converted

Mixed 7 txns

Insider LOWE JOHN

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,765	$0.00	--
Exercise	Common Stock	4,765	$0.00	--
Tax Withholding	Common Stock	2,096	$16.97	$36K
Exercise	Restricted Stock Units	6,225	$0.00	--
Exercise	Common Stock	6,225	$0.00	--
Tax Withholding	Common Stock	2,738	$16.97	$46K
Grant/Award	Restricted Stock Units	27,472	$0.00	--

Holdings After Transaction: Restricted Stock Units — 4,765 shares (Direct, null); Common Stock — 69,858 shares (Direct, null)

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: 27,472 RSUs RSUs converted: 10,990 shares Tax withholding shares: 4,834 shares +3 more

6 metrics

New RSU grant 27,472 RSUs Granted to CEO John Lowe; each RSU equals one share

RSUs converted 10,990 shares Common shares issued upon RSU vesting on May 30–31, 2026

Tax withholding shares 4,834 shares Shares withheld to satisfy taxes on RSU vesting

Withholding price $16.97 per share Price used for tax-withholding share dispositions

Shares after transactions 67,762 shares Common stock directly held by John Lowe following Form 4 events

RSU exercises 10,990 shares Total underlying shares from two M-code derivative exercises

Key Terms

Restricted Stock Units, tax withholding, vesting, grant, award, or other acquisition, +1 more

5 terms

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.

tax withholding financial

"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting..."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

vesting financial

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

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.

grant, award, or other acquisition financial

"Grant, award, or other acquisition"

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

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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^*

LOWE JOHN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		6,225	A	(1)	67,831	D
Common Stock	05/30/2026		F(2)		2,738	D	$16.97	65,093	D
Common Stock	05/31/2026		M		4,765	A	(1)	69,858	D
Common Stock	05/31/2026		F(2)		2,096	D	$16.97	67,762	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	(1)	05/29/2026		A		27,472		(3)	(3)	Common Stock	27,472	$0	27,472	D
Restricted Stock Units	(1)	05/30/2026		M			6,225	(4)	(4)	Common Stock	6,225	$0	12,444	D
Restricted Stock Units	(1)	05/31/2026		M			4,765	(5)	(5)	Common Stock	4,765	$0	4,765	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 award did CPI Card Group (PMTS) CEO John Lowe receive in this Form 4?

John Lowe received 27,472 restricted stock units (RSUs). Each RSU represents the right to receive one CPI Card Group common share upon vesting, providing long-term equity-based compensation tied to his continued service with the company over several future years.

How many CPI Card Group (PMTS) shares were withheld for John Lowe’s taxes?

A total of 4,834 common shares were withheld for taxes. The issuer retained 2,738 shares and 2,096 shares at $16.97 per share to satisfy mandatory tax withholding on RSU vesting, and the filing states these were not open-market sales.

How many CPI Card Group (PMTS) shares did John Lowe acquire from RSU vesting?

Previously granted RSUs converted into 10,990 common shares. RSU awards vested on two dates, leading to 6,225 and 4,765 shares of common stock being issued, before share withholdings for tax obligations reduced the net shares Lowe retained.

What are John Lowe’s direct CPI Card Group (PMTS) share holdings after these transactions?

John Lowe directly holds 67,762 common shares after the transactions. This reflects his position following RSU conversions into common stock and the issuer’s withholding of some shares at $16.97 each to cover required tax liabilities on those vestings.

When will the new CPI Card Group (PMTS) RSU grant to John Lowe vest?

The 27,472 RSU grant vests over three future installments. It is scheduled to vest in substantially equal parts on May 29, 2027, May 29, 2028, and May 29, 2029, subject to John Lowe’s continued service or terms in the applicable award agreement.

Were any of John Lowe’s CPI Card Group (PMTS) transactions open-market trades?

The filing describes the share dispositions as tax withholding, not open-market sales. Shares were withheld by the issuer at $16.97 per share to satisfy mandatory tax requirements triggered by RSU vesting, rather than discretionary buying or selling in the market.