CPI Card Group (PMTS) Form 4 Shows RSU Vesting and Shares Withheld at $15.58

Rhea-AI Filing Summary

Jeffrey Hochstadt, Chief Financial Officer of CPI Card Group Inc. (PMTS), reported several equity transactions between 08/29/2025 and 08/31/2025. Restricted stock units (RSUs) were issued and/or vested: 6,005 RSUs were acquired on 08/29/2025, and additional RSUs of 1,040 and 3,509 were acquired on 08/30/2025 and 08/31/2025 respectively. The report shows mandatory withholding of shares to satisfy tax obligations: 300 shares withheld on 08/30/2025 and 1,010 shares withheld on 08/31/2025 at a share price of $15.58. Following the reported transactions, common stock beneficial ownership amounts are disclosed on each line (for example, 21,391 and 20,381 shares on certain lines). The filing includes vesting schedules for the RSU awards showing staged vesting over one to three years and confirms withheld shares were not open market sales.

Positive

• RSU vesting increased insider ownership, with 6,005 RSUs acquired on 08/29/2025 and additional RSUs on 08/30/2025 and 08/31/2025.

Negative

• Mandatory tax withholding reduced net shares issued (300 shares on 08/30/2025 and 1,010 shares on 08/31/2025 at $15.58 per share).

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax withholding; no insider sales reported.

The Form 4 reflects scheduled vesting of RSU awards and corresponding tax-withholding share dispositions rather than market sales. Vesting schedules disclosed indicate multi-year service-based vesting (33.4% then 33.3% tranches). The transactions are standard compensation-related events and do not indicate discretionary insider selling or new option grants beyond the RSU vesting reported.

Securities Analyst

TL;DR: Incremental insider accumulation through vesting; withheld shares reduced net issued shares.

The filing records acquisitions of RSUs that convert to common shares upon vesting and shows shares withheld to satisfy taxes at $15.58 per share on two dates. Reported beneficial ownership totals in each line provide a snapshot of the reporting person’s holdings after each event. These are routine corporate compensation mechanics with limited immediate market impact.

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

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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^*

Hochstadt Jeffrey

(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 Financial 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
Common Stock	08/30/2025		M		1,040	A	(1)	18,182	D
Common Stock	08/30/2025		F(2)		300	D	$15.58	17,882	D
Common Stock	08/31/2025		M		3,509	A	(1)	21,391	D
Common Stock	08/31/2025		F(2)		1,010	D	$15.58	20,381	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)	08/29/2025		A		6,005		(3)	(3)	Common Stock	6,005	$0	6,005	D
Restricted Stock Units	(1)	08/30/2025		M			1,040	(4)	(4)	Common Stock	1,040	$0	2,076	D
Restricted Stock Units	(1)	08/31/2025		M			1,041	(5)	(5)	Common Stock	1,041	$0	0	D
Restricted Stock Units	(1)	08/31/2025		M			2,468	(6)	(6)	Common Stock	2,468	$0	2,468	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. 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.

4. This line reports 33.4% of the RSUs that were awarded on the August 30, 2024 award date, which vested on the first anniversary of the award date. The subsequent 33.3% will vest 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.

5. This line reports the remaining 50% of the RSUs that were awarded on the August 31, 2023 award date, which vested on the second anniversary of the award date.

6. This line reports 33.3% of the RSUs that were awarded on the August 31, 2023 award date, which vested on the second anniversary of the award date. 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.

	/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.
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FAQ

What transactions did Jeffrey Hochstadt report on Form 4 for PMTS?

The Form 4 reports RSU acquisitions/vestings on 08/29/2025, 08/30/2025, and 08/31/2025 and shares withheld for taxes on 08/30/2025 (300 shares) and 08/31/2025 (1,010 shares).

How many RSUs vested or were acquired in this filing?

The filing shows acquisitions of 6,005 RSUs on 08/29/2025, 1,040 RSUs on 08/30/2025, and 3,509 RSUs on 08/31/2025 as reported in Table II and Table I entries.

Were any shares sold in open market transactions according to the Form 4?

No. The filing states shares were withheld by the issuer to satisfy mandatory tax withholding upon RSU vesting and explicitly notes these were not open market sales.

At what price were the withheld shares accounted for?

The withheld shares on 08/30/2025 and 08/31/2025 are reported with a price of $15.58 per share.

What is the nature of the RSU vesting schedule disclosed?

The RSU awards vest in tranches: one line indicates 33.4% at the first anniversary, then two tranches of 33.3% on subsequent anniversaries, with other lines reflecting second-anniversary vesting for prior awards.