CPI Card (PMTS) Director granted 2,349 time‑based RSUs

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) reporting person Darren Dragovich, Chief Legal/Compliance Officer and director, was granted 2,349 restricted stock units (RSUs) on 08/29/2025. Each RSU converts to one common share upon vesting. Following the grant the reporting person beneficially owns 2,349 common shares subject to these RSUs, held directly.

The RSUs vest in three tranches: 33.4% on the first anniversary of the award date and 33.3% on each of the second and third anniversaries, subject to continued service or the award agreement. No exercise price applies and the filing does not disclose cash compensation, valuation, or any other transaction types.

Positive

• Time-based vesting aligns the officer's incentives with long-term shareholder interests
• Clear disclosure of RSU count and vesting schedule provides transparency

Negative

• No dollar value or share context is provided, so the grant's financial or dilution impact cannot be assessed
• No performance conditions are disclosed, meaning the award vests solely for continued service

Insights

Corporate Governance Expert

TL;DR: Service-based RSU grant to a senior officer aligns retention incentives but appears routine and small in scale.

The award to a senior officer uses a standard multi-year vesting schedule that ties equity realization to continued service. This structure supports retention and aligns the officer's interests with shareholders over a multi-year period. The filing shows direct beneficial ownership of 2,349 RSUs and discloses vesting percentages and timing, which is transparent. The form does not indicate performance conditions, supplemental cash awards, or other governance changes.

Compensation Analyst

TL;DR: The grant is a restricted stock unit award with time-based vesting; material impact appears limited from disclosed details.

The RSU award has no exercise price and vests 33.4%/33.3%/33.3% over three years, a common design for executive retention. The filing lists the exact number of RSUs and resulting beneficial ownership. Absent dollar values, aggregate share count context, or other concurrent grants, the compensation impact on financial statements or dilution cannot be assessed from this form alone.

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

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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^*

Dragovich Darren

(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 Legal/Compliance 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		2,349		(2)	(2)	Common Stock	2,349	$0	2,349	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	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

What did Darren Dragovich receive according to the Form 4 for PMTS?

The Form 4 reports a grant of 2,349 restricted stock units (RSUs) awarded on 08/29/2025.

When do the RSUs awarded to Darren Dragovich vest?

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 or the award agreement.

Does the Form 4 show an exercise price for the RSUs?

No. The Form 4 indicates an exercise/price of $0, consistent with RSUs that convert to common shares upon vesting.

How many shares does Darren Dragovich beneficially own after the reported transaction?

The filing shows 2,349 shares/RSUs beneficially owned following the reported transaction.

Is the RSU ownership direct or indirect according to the filing?

The Form 4 lists the ownership form as Direct (D).