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

Rhea-AI Filing Summary

Ernesto Boada, Chief Information Officer of CPI Card Group Inc. (PMTS), was granted 3,132 restricted stock units (RSUs) on 08/29/2025. Each RSU converts into one common share upon vesting. The filing reports 3,132 shares beneficially owned following the award, held directly. The RSUs were granted with a $0 per-share price and vest in three tranches: 33.4% on the first anniversary of the award date, 33.3% on the second anniversary, and 33.3% on the third anniversary, subject to continued service or the award agreement terms. The form was signed on behalf of the reporting person by an attorney-in-fact on 09/03/2025.

Positive

• 3,132 RSUs granted to the Chief Information Officer, increasing reported direct beneficial ownership to 3,132 shares.
• Clear vesting schedule: 33.4% on year one, 33.3% on year two, and 33.3% on year three, providing transparency on timing of potential dilution and retention incentives.
• RSUs priced at $0, indicating settlement in shares upon vesting rather than a cash exercise requirement.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A standard equity grant was issued to a named officer, increasing direct ownership and tying compensation to multi-year service.

The grant of 3,132 RSUs to the Chief Information Officer is a typical compensation mechanism to retain senior management and align long-term interests with shareholders. The award vests over three years with defined percentages, which creates multi-year service conditions. The filing shows direct beneficial ownership of 3,132 shares following the grant and a grant price of $0, consistent with typical RSU awards that settle in common stock upon vesting.

Executive Compensation Analyst

TL;DR: The RSU package is modest in size and structured with standard annual vesting tranches over three years.

The 3,132 RSU award, exercisable into one share per RSU, is structured 33.4%/33.3%/33.3% across three anniversaries, indicating time-based vesting only. The filing specifies a $0 price per share for the RSUs, reflecting typical restricted stock unit mechanics rather than an option exercise. The increase to 3,132 directly held shares is immediately reportable under Section 16.

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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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^*

Boada Ernesto

(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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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)	08/29/2025		A		3,132		(2)	(2)	Common Stock	3,132	$0	3,132	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. 33.4% of the RSUs reported on this line vest on the first anniversary of the August 29, 2025 award date, 33.3% will vest on the second anniversary of the award date, and 33.3% will vest 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	09/03/2025
	** 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).
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.

FAQ

Who received the equity award in this Form 4 for PMTS?

The award was granted to Ernesto Boada, Chief Information Officer of CPI Card Group Inc.

How many restricted stock units (RSUs) were reported on the Form 4 for PMTS?

The Form 4 reports a grant of 3,132 RSUs.

What is the vesting schedule for the RSUs reported by PMTS insider?

The RSUs vest 33.4% on the first anniversary of 08/29/2025, 33.3% on the second anniversary, and 33.3% on the third anniversary, subject to continued service.

What price was reported for the RSU grant in the PMTS Form 4?

The RSUs were reported at a $0 price per unit, consistent with restricted stock units that settle in common shares upon vesting.

How is the reported ownership held according to the Form 4 for PMTS?

The Form 4 indicates the ownership is held directly by the reporting person following the award.