CPI Card Group CDO reports RSU grant, vesting

CPI Card Group Inc. Chief Digital Officer Robert Michael Dixon reported routine equity compensation activity involving restricted stock units and related tax withholding.

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Digital Officer Robert Michael Dixon reported routine equity compensation activity involving restricted stock units and related tax withholding. On May 29, 2026, he received a grant of 2,289 restricted stock units, each representing one common share upon vesting. On May 30 and 31, 2026, portions of earlier RSU awards vested, converting to a total of 552 common shares, while 167 shares were withheld by the company to cover mandatory tax obligations, not as open-market sales. Following these transactions, Dixon directly held 8,303 common shares of CPI Card Group.

Insider Trade Summary

552 shares exercised/converted

Exercise 7 txns

Insider Dixon Robert Michael

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	178	$0.00	$0.00
Exercise	Common Stock	178	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	54	$16.97	$916.38
Exercise	Restricted Stock Units	374	$0.00	$0.00
Exercise	Common Stock	374	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	113	$16.97	$2K
Grant/Award	Restricted Stock Units	2,289	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 3,213 contracts (Direct); Common Stock — 8,303 shares (Direct)

Footnotes (5)

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 of RSUs. Not an open market sale of securities.
3. F3. 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. F4. 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. F5. 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: 2,289 units RSUs converted to shares: 374 shares Additional RSUs converted: 178 shares +4 more

7 metrics

New RSU grant 2,289 units Restricted stock unit award on May 29, 2026

RSUs converted to shares 374 shares Common stock from RSU vesting on May 30, 2026

Additional RSUs converted 178 shares Common stock from RSU vesting on May 31, 2026

Shares withheld for taxes 113 shares Tax withholding on May 30, 2026 at $16.97 per share

Additional tax withholding 54 shares Tax withholding on May 31, 2026 at $16.97 per share

Common shares held 8,303 shares Direct holdings after May 31, 2026 transactions

Tax withholding price $16.97 per share Value used for tax withholding dispositions on common stock

Key Terms

Restricted Stock Units, mandatory tax withholding requirement, Exercise or conversion of derivative security, 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 of the Issuer upon vesting"

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"

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

What insider transactions did CPI Card Group (PMTS) report for Robert Michael Dixon?

CPI Card Group reported that Chief Digital Officer Robert Michael Dixon received restricted stock units, had prior RSU awards vest into common shares, and had shares withheld to cover taxes. These transactions reflect routine equity compensation activity rather than open-market purchases or sales.

How many restricted stock units were granted to the PMTS Chief Digital Officer?

Robert Michael Dixon received a grant of 2,289 restricted stock units. Each RSU represents the right to receive one CPI Card Group common share upon vesting, subject to continued service and the specific vesting schedule described in the applicable award agreement.

Were any of Robert Michael Dixon’s PMTS share dispositions open-market sales?

No. The filing states that shares were withheld by CPI Card Group to satisfy mandatory tax withholding upon RSU vesting. The footnote clarifies these are not open-market sales but shares delivered back to the issuer to cover tax obligations.

How many CPI Card Group shares did Robert Michael Dixon hold after these transactions?

After the reported May 30–31, 2026 transactions, Robert Michael Dixon directly held 8,303 shares of CPI Card Group common stock. This reflects net shares after RSU conversions into stock and issuer share withholding for tax obligations related to those vesting events.

What RSU vesting activity did CPI Card Group (PMTS) disclose for late May 2026?

The filing shows earlier RSU awards vesting into 374 common shares on May 30, 2026 and 178 common shares on May 31, 2026. These RSU conversions increased Dixon’s direct common stock holdings before accounting for tax withholding share dispositions.

What is the vesting schedule for the new 2,289 RSU award at CPI Card Group?

The 2,289 restricted stock units granted on May 29, 2026 vest in three substantially equal installments on May 29, 2027, 2028, and 2029. Vesting is conditioned on Dixon’s continued service or as otherwise provided in the applicable award agreement.

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Accepted by SEC EDGAR 06/02/2026 - 06:05 PM Learn about SEC filing dates

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Digital 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		374	A	(1)	8,292	D
Common Stock	05/30/2026		F(2)		113	D	$16.97	8,179	D
Common Stock	05/31/2026		M		178	A	(1)	8,357	D
Common Stock	05/31/2026		F(2)		54	D	$16.97	8,303	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		2,289		(3)	(3)	Common Stock	2,289	$0	2,289	D
Restricted Stock Units	(1)	05/30/2026		M			374	(4)	(4)	Common Stock	374	$0	746	D
Restricted Stock Units	(1)	05/31/2026		M			178	(5)	(5)	Common Stock	178	$0	178	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)