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PMTS (PMTS) HR chief awarded RSUs, phantom stock and exercises units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CPI Card Group Inc. reported routine equity compensation activity for Chief Human Resources Officer Sonya Vollmer. She received 2,077 restricted stock units, each convertible into one common share upon vesting, and 7,628 phantom stock units that are economically equivalent to common shares and settle in cash based on performance and average closing price.

Vollmer also exercised 355 restricted stock units into 355 common shares. Of these, 87 shares were withheld by the company at $14.51 per share to cover mandatory tax obligations, leaving her with 7,980 common shares directly held after the transactions.

Positive

  • None.

Negative

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Insider VOLLMER SONYA
Role Chief Human Resources Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,077 $0.00 --
Grant/Award Phantom Stock 7,628 $0.00 --
Exercise Restricted Stock Units 355 $0.00 --
Exercise Common Stock 355 $0.00 --
Tax Withholding Common Stock 87 $14.51 $1K
Holdings After Transaction: Restricted Stock Units — 2,077 shares (Direct); Phantom Stock — 7,628 shares (Direct); Common Stock — 8,067 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. Represents a restricted stock unit award which vests in three substantially equal installments on March 31, 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. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. The award is scheduled to vest shortly following the Expiration Date and settle in cash based on a combination of the average closing price of the Issuer's common stock during the last month of the performance period and the achievement of certain performance metrics during the performance period, subject to the reporting person's continuous service through the vesting date or as otherwise provided for in the applicable award agreement. This line reports RSUs that were awarded on the March 31, 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.
RSU grant 2,077 units New restricted stock unit award to Sonya Vollmer
Phantom stock grant 7,628 units Phantom stock units economically equivalent to common shares
RSUs exercised 355 units RSUs converted into common stock
Shares withheld for tax 87 shares at $14.51 Mandatory tax withholding on RSU vesting
Common shares held 7,980 shares Direct common stock holdings after transactions
Phantom stock vesting date December 31, 2028 Award scheduled to vest and settle in cash shortly after
RSU vesting schedule 2027–2029 Three substantially equal installments each March 31
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.
Phantom Stock financial
"Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
mandatory tax withholding requirement financial
"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs"
performance metrics financial
"based on a combination of the average closing price ... and the achievement of certain performance metrics"
Performance metrics are concrete numbers or ratios that show how well a business, product, or investment is doing—like speed, fuel use and mileage on a car’s dashboard. They measure things investors care about, such as sales growth, profitability, cash flow, customer retention or efficiency, so readers can compare progress, spot strengths or problems, and make informed decisions about buying, holding or selling shares.
performance period financial
"during the last month of the performance period and the achievement of certain performance metrics"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
SEC Form 4
FORM 4UNITED 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*
VOLLMER SONYA

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Human Resources Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026M355A(1)8,067D
Common Stock03/31/2026F(2)87D$14.517,980D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)03/31/2026A2,077 (3) (3)Common Stock2,077$02,077D
Phantom Stock(4)03/31/2026A7,62812/31/202812/31/2028Common Stock7,628$07,628D
Restricted Stock Units(1)03/31/2026M355 (5) (5)Common Stock355$0708D
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 March 31, 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. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. The award is scheduled to vest shortly following the Expiration Date and settle in cash based on a combination of the average closing price of the Issuer's common stock during the last month of the performance period and the achievement of certain performance metrics during the performance period, subject to the reporting person's continuous service through the vesting date or as otherwise provided for in the applicable award agreement.
5. This line reports RSUs that were awarded on the March 31, 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.
/s/ Darren Dragovich, attorney-in-fact04/02/2026
** Signature of Reporting PersonDate
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 executive Sonya Vollmer receive in this Form 4?

Sonya Vollmer received equity-based compensation, including 2,077 restricted stock units and 7,628 phantom stock units. These awards are tied to future vesting dates and, for phantom stock, to performance metrics and average share price over a defined performance period.

How many CPI Card Group (PMTS) shares does Sonya Vollmer hold after these transactions?

After these transactions, Sonya Vollmer directly holds 7,980 shares of common stock. This figure reflects the exercise of 355 restricted stock units and the withholding of 87 shares to satisfy mandatory tax obligations related to vesting.

What are the terms of Sonya Vollmer’s new restricted stock units at PMTS?

The new award of 2,077 restricted stock units is scheduled to vest in three substantially equal installments on March 31, 2027, 2028, and 2029, subject to her continued service or other conditions specified in the applicable award agreement.

How does the phantom stock award for PMTS’s Sonya Vollmer work?

Each of the 7,628 phantom stock units is economically equivalent to one share of common stock. The award will vest and settle in cash after December 31, 2028, based on average closing price and achievement of specified performance metrics over the performance period.

Was there any open-market buying or selling of PMTS stock by Sonya Vollmer?

No open-market purchases or sales were reported. The only disposition was 87 shares withheld by the company at $14.51 per share to cover mandatory tax withholding upon restricted stock unit vesting, which is not an open-market transaction.