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CPI Card (PMTS) COO nets shares from RSU vesting and tax withholding

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

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Operating Officer Anntoinette Thompson reported compensation-related equity activity involving restricted stock units (RSUs) and common shares. She received a grant of 3,342 RSUs, each representing one common share upon vesting. On May 30 and 31, she exercised RSUs for 822 and 528 common shares, respectively, at a $0.00 exercise price. To cover mandatory tax withholding on these vestings, 241 and 155 common shares were withheld by the company at $16.97 per share, which the footnotes state were not open-market sales. Following these transactions, she directly holds 9,620 common shares, and the new 3,342-unit RSU award is scheduled to vest in three substantially equal installments on May 29, 2027, 2028, and 2029, subject to continued service.

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Insider Thompson Anntoinette
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 528 $0.00 --
Exercise Common Stock 528 $0.00 --
Tax Withholding Common Stock 155 $16.97 $3K
Exercise Restricted Stock Units 822 $0.00 --
Exercise Common Stock 822 $0.00 --
Tax Withholding Common Stock 241 $16.97 $4K
Grant/Award Restricted Stock Units 3,342 $0.00 --
Holdings After Transaction: Restricted Stock Units — 528 shares (Direct, null); Common Stock — 9,775 shares (Direct, null)
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 May 29, 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. This line reports RSUs that were awarded on the May 30, 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. This line reports RSUs that were awarded on the May 31, 2024 award date, which vested in substantially equal installments on the first and second anniversaries of the award date. The remaining RSUs granted on the award date will vest in a substantially equal installment 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.
RSU grant 3,342 units New restricted stock unit award to COO
RSUs exercised 822 shares Common stock from RSU exercise on May 30
RSUs exercised 528 shares Common stock from RSU exercise on May 31
Tax withholding shares 241 shares Shares withheld at $16.97 on May 30
Tax withholding shares 155 shares Shares withheld at $16.97 on May 31
Total RSUs exercised 1,350 units ExerciseShares from transaction summary
Total tax-withheld shares 396 shares TaxWithholdingShares from transaction summary
Common shares held 9,620 shares Direct ownership after latest transaction
Restricted Stock Units financial
"This line reports RSUs that were awarded on the May 30, 2025 award date"
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"
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security"
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition"
not open market sale of securities financial
"Not an open market sale of securities"
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Form 4 Insider Transactions: What Each Field Means →
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*
Thompson Anntoinette
(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 Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026		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 Stock05/30/2026M822A(1)9,488D
Common Stock05/30/2026F(2)241D$16.979,247D
Common Stock05/31/2026M528A(1)9,775D
Common Stock05/31/2026F(2)155D$16.979,620D
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)05/29/2026A3,342 (3) (3)Common Stock3,342$03,342D
Restricted Stock Units(1)05/30/2026M822 (4) (4)Common Stock822$01,642D
Restricted Stock Units(1)05/31/2026M528 (5) (5)Common Stock528$0528D
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 May 29, 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. This line reports RSUs that were awarded on the May 30, 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.
5. This line reports RSUs that were awarded on the May 31, 2024 award date, which vested in substantially equal installments on the first and second anniversaries of the award date. The remaining RSUs granted on the award date will vest in a substantially equal installment 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-fact06/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transactions did CPI Card Group (PMTS) report for its COO?

CPI Card Group reported that COO Anntoinette Thompson received 3,342 restricted stock units, exercised 1,350 RSUs into common stock at $0.00, and had 396 common shares withheld at $16.97 to satisfy tax obligations, leaving her with 9,620 common shares held directly.

Were any of the CPI Card (PMTS) COO’s recent transactions open-market stock sales?

No, the filing states that shares were withheld by the issuer to satisfy mandatory tax withholding upon RSU vesting, explicitly noting these were not open-market sales. The remaining activity reflects RSU grants and exercises, all recorded as compensation-related, not discretionary market trades.

What is the vesting schedule for the CPI Card (PMTS) COO’s new 3,342 RSU award?

The 3,342 restricted stock units are scheduled to vest in three substantially equal installments on May 29, 2027, May 29, 2028, and May 29, 2029, provided the COO continues service or as otherwise provided in the applicable award agreement, according to the footnotes.

How many CPI Card (PMTS) common shares does the COO hold after these Form 4 transactions?

After the reported RSU exercises and tax-withholding share dispositions, COO Anntoinette Thompson directly holds 9,620 shares of CPI Card Group common stock. This figure reflects her post-transaction ownership as disclosed in the Form 4 transaction details for the most recent date.

How many CPI Card (PMTS) RSUs did the COO exercise and convert to common stock?

The filing shows the COO exercised 822 restricted stock units on May 30 and 528 restricted stock units on May 31, converting a total of 1,350 RSUs into an equal number of CPI Card Group common shares at a stated exercise or conversion price of $0.00 per share.