CPI Card Group (PMTS) Insider Report: RSUs Vest, Shares Withheld for Taxes

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) Form 4 shows insider Sonya Vollmer, Chief Human Resources Officer and director, reporting equity award vesting and share withholding for taxes. Restricted stock units (RSUs) vested on August 29-31, 2025, resulting in issuances of common stock and mandatory withholdings: 331 and 565 shares were withheld to satisfy taxes at a reported price of $15.58 on August 30, 2025. Net increases in beneficial ownership reflect RSU vesting across award dates (2023, 2024, 2025) with staggered vesting schedules; following the reported transactions the filing lists 5,169 and 5,734 total shares beneficially owned on the respective reporting lines. The transactions were reported jointly by the single reporting person and signed by an attorney-in-fact on September 3, 2025.

Positive

• Transparent disclosure of RSU vesting and tax withholding consistent with Section 16 reporting
• No open-market sales reported; shares withheld were used solely for mandatory tax obligations

Negative

• None.

Insights

Securities Analyst

TL;DR Routine executive RSU vesting with shares withheld for taxes; no evidence of open-market sales.

The Form 4 documents time-based restricted stock units vesting for the Chief Human Resources Officer and director, producing common shares and mandatory tax withholdings rather than voluntary market sales. The filing includes specific share counts and a withholding price of $15.58 for two withholding events on 08/30/2025. These are compensation-related equity events and, absent other disclosures, are typically neutral to corporate fundamentals though they dilute outstanding shares incrementally.

Corporate Governance Expert

TL;DR Compensation delivery via RSU vesting follows scheduled vesting terms; disclosure is complete and conforms to Section 16 reporting.

The report details vesting schedules (annual tranches of 33.4%/33.3%/33.3% or 50%/remaining) tied to service conditions. Mandatory tax-withholding was handled by share retention rather than open-market sale, which is common and reduces transactional signaling. The form is signed and dated and specifies role and relationship to the issuer, meeting filing requirements.

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^*

VOLLMER SONYA

(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 Human Resources 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		331	A	(1)	4,076	D
Common Stock	08/30/2025		F(2)		106	D	$15.58	3,970	D
Common Stock	08/31/2025		M		1,764	A	(1)	5,734	D
Common Stock	08/31/2025		F(2)		565	D	$15.58	5,169	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		1,931		(3)	(3)	Common Stock	1,931	$0	1,931	D
Restricted Stock Unit	(1)	08/30/2025		M			331	(4)	(4)	Common Stock	331	$0	660	D
Restricted Stock Units	(1)	08/31/2025		M			387	(5)	(5)	Common Stock	387	$0	0	D
Restricted Stock Units	(1)	08/31/2025		M			1,377	(6)	(6)	Common Stock	1,377	$0	1,377	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.
* 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 insider reported the transactions on the Form 4 for PMTS?

The reporting person is Sonya Vollmer, identified as Chief Human Resources Officer and a director of CPI Card Group Inc.

What types of transactions are reported in this Form 4 for PMTS?

The Form 4 reports restricted stock unit (RSU) vesting events and share withholding to satisfy mandatory tax withholding; no open-market sales are reported.

How many shares were withheld for taxes and at what price?

The filing reports 331 and 565 shares withheld on 08/30/2025 at a price of $15.58 (reported as the withholding price).

How many RSU shares vested according to the filing?

The filing shows vested RSUs converting to 1,931, 331, 387, and 1,377 common shares on the listed dates, across awards from 2023–2025.

What is the reported beneficial ownership after the transactions?

Following the reported transactions the Form 4 lists beneficial ownership figures of 4,076, 3,970, 5,734, and 5,169 on the respective lines reflecting different transactions and net effects.