CPI Card Group (PMTS) officer nets more shares as RSUs vest

Rhea-AI Filing Summary

CPI Card Group Inc. officer Donna Abbey Carmignani exercised 371 restricted stock units into common shares on March 29, 2026. To cover mandatory taxes at $14.19 per share, 104 common shares were withheld by the company, not sold in the market. She ended the transactions with 10,184 common shares held directly, a net increase of 267 shares from this routine compensation vesting.

Insider Trade Summary

371 shares exercised/converted

Mixed 3 txns

Insider Carmignani Donna Abbey

Role Controller & Chief Acct. Off.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	371	$0.00	--
Exercise	Common Stock	371	$0.00	--
Tax Withholding	Common Stock	104	$14.19	$1K

Holdings After Transaction: Restricted Stock Units — 371 shares (Direct); Common Stock — 10,288 shares (Direct)

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. This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date, and the remaining 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.

Key Figures

RSUs exercised: 371 units Common shares acquired: 371 shares Shares withheld for taxes: 104 shares at $14.19 +4 more

7 metrics

RSUs exercised 371 units Restricted Stock Units converted to common stock on March 29, 2026

Common shares acquired 371 shares Common Stock received from RSU conversion on March 29, 2026

Shares withheld for taxes 104 shares at $14.19 Tax-withholding disposition, not an open-market sale

Shares owned after transaction 10,184 shares Direct CPI Card Group common stock holdings after reported transactions

First vesting tranche 33.4% Portion of March 29, 2024 RSU award vesting on first anniversary

Second vesting tranche 33.3% Portion of March 29, 2024 RSU award vesting on second anniversary

Third vesting tranche 33.3% Remaining RSU award vesting on third anniversary, subject to service

Key Terms

Restricted Stock Units, mandatory tax withholding requirement, tax-withholding disposition, vesting, +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.

mandatory tax withholding requirement financial

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

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

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.

vesting financial

"33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary"

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.

award agreement financial

"as otherwise provided for in the applicable award agreement"

An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

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^*

Carmignani Donna Abbey

(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)
	Controller & Chief Acct. Off.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2026

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	03/29/2026		M		371	A	(1)	10,288	D
Common Stock	03/29/2026		F(2)		104	D	$14.19	10,184	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)	03/29/2026		M			371	(3)	(3)	Common Stock	371	$0	371	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. This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date, and the remaining 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Darren Dragovich, attorney-in-fact	03/31/2026
	** 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 did PMTS officer Donna Carmignani report in this Form 4?

Donna Carmignani reported routine equity compensation activity, exercising 371 restricted stock units into CPI Card Group common shares. A portion of these shares was withheld to satisfy tax obligations linked to the vesting event, rather than sold on the open market.

How many CPI Card Group (PMTS) shares did the officer gain from RSU vesting?

She exercised 371 restricted stock units into an equal number of CPI Card Group common shares. After 104 shares were withheld for taxes, her net position increased by 267 shares, reflecting the compensation-related nature of the transaction rather than an open-market purchase.

Were any CPI Card Group (PMTS) shares sold on the open market in this filing?

No open-market sales occurred. The 104 shares shown with code F were withheld by CPI Card Group to satisfy mandatory tax withholding on vested RSUs, as disclosed in the footnote, and are explicitly described as not an open market sale of securities.

How many CPI Card Group (PMTS) shares does the officer hold after these transactions?

Following the RSU vesting and related tax withholding, Donna Carmignani directly holds 10,184 CPI Card Group common shares. This figure reflects the net result after exercising 371 RSUs and having 104 shares withheld by the issuer to cover required tax obligations.

What is the vesting schedule for the reported CPI Card Group RSU award?

The RSU award was granted on March 29, 2024. According to the disclosure, 33.4% vests on the first anniversary, 33.3% on the second anniversary, and the remaining 33.3% on the third anniversary, contingent on continued service or the applicable award agreement terms.