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

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

Rhea-AI Filing Summary

CPI Card Group Inc. President and CEO John Lowe reported routine equity compensation and related transactions in company securities. On March 31, 2026, he received 31,163 restricted stock units (RSUs), each representing one share of common stock upon vesting, and 114,431 shares of phantom stock, each economically equivalent to one common share and payable in cash based on future performance and stock price.

He also exercised 4,793 RSUs into the same number of common shares, increasing his direct common stock holdings, and 2,108 common shares were withheld by the company at $14.51 per share solely to satisfy mandatory tax obligations, which was not an open‑market sale. After these transactions, he directly held 61,606 shares of common stock, plus unvested RSUs and phantom stock awards that vest over future years if service and performance conditions are met.

Positive

  • None.

Negative

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Insider LOWE JOHN
Role President and CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 31,163 $0.00 --
Grant/Award Phantom Stock 114,431 $0.00 --
Exercise Restricted Stock Units 4,793 $0.00 --
Exercise Common Stock 4,793 $0.00 --
Tax Withholding Common Stock 2,108 $14.51 $31K
Holdings After Transaction: Restricted Stock Units — 31,163 shares (Direct); Phantom Stock — 114,431 shares (Direct); Common Stock — 63,714 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 31,163 units Restricted stock units granted on March 31, 2026
Phantom stock grant 114,431 units Phantom stock awarded on March 31, 2026
RSUs exercised 4,793 units RSUs converted into common stock on March 31, 2026
Shares withheld for taxes 2,108 shares Common shares withheld at $14.51 for tax obligations
Tax withholding price $14.51/share Value used for shares withheld to satisfy taxes
Shares held after transactions 61,606 shares Direct CPI Card Group common stock holdings after March 31, 2026
RSU vesting schedule 3 installments RSUs vest on March 31, 2027, 2028, and 2029
Phantom stock vesting date December 31, 2028 Award vests shortly following expiration date
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.
tax withholding financial
"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs."
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
performance metrics financial
"based on a combination of the average closing price... and the achievement of certain performance metrics during the performance period"
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.
vesting financial
"award which vests in three substantially equal installments on March 31, 2027, 2028, and 2029"
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.
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*
LOWE JOHN

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
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 Stock03/31/2026M4,793A(1)63,714D
Common Stock03/31/2026F(2)2,108D$14.5161,606D
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)03/31/2026A31,163 (3) (3)Common Stock31,163$031,163D
Phantom Stock(4)03/31/2026A114,43112/31/202812/31/2028Common Stock114,431$0114,431D
Restricted Stock Units(1)03/31/2026M4,793 (5) (5)Common Stock4,793$09,582D
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 insider transactions did CPI Card Group (PMTS) CEO John Lowe report?

John Lowe reported equity compensation activity, including RSU and phantom stock grants, an RSU vesting into common shares, and company share withholding for taxes. These are routine compensation-related transactions rather than open-market buying or selling of CPI Card Group common stock.

How many restricted stock units did the PMTS CEO receive in this Form 4?

John Lowe received a grant of 31,163 restricted stock units, each convertible into one CPI Card Group common share upon vesting. The award vests in three substantially equal installments on March 31, 2027, 2028, and 2029, contingent on his continued service or as otherwise specified.

What is the phantom stock award reported for CPI Card Group (PMTS) CEO?

The Form 4 shows a grant of 114,431 phantom stock units, each economically equivalent to one CPI Card Group common share. This award is scheduled to vest after December 31, 2028 and settle in cash, based on average closing price and specified performance metrics over the performance period.

Did the CPI Card Group (PMTS) CEO sell shares on the open market?

No open‑market sale is reported. The 2,108 CPI Card Group shares marked with code F were withheld by the issuer at $14.51 per share to satisfy mandatory tax withholding upon RSU vesting, explicitly described as not an open market sale of securities.

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

Following the March 31, 2026 transactions, John Lowe directly holds 61,606 shares of CPI Card Group common stock. He also holds unvested RSUs and phantom stock awards that may convert into value in future years if their vesting and performance conditions are satisfied.

What does transaction code M mean in the CPI Card Group (PMTS) Form 4?

Transaction code M indicates the exercise or conversion of a derivative security, such as RSUs, into common shares. Here, 4,793 restricted stock units were converted into 4,793 CPI Card Group common shares, increasing the CEO’s direct share holdings rather than reflecting an open‑market purchase.