CPI Card (PMTS) Form 4: CEO RSUs vest, tax-withholding at $15.58

Rhea-AI Filing Summary

John Lowe, President, CEO and a director of CPI Card Group Inc. (PMTS), reported multiple restricted stock unit (RSU) vesting events and related share transactions between 08/29/2025 and 08/31/2025. The filing shows an award of 26,106 RSUs on 08/29/2025 and vesting-related acquisitions of common stock: 4,133 shares acquired on 08/30/2025 and 5,067 shares acquired on 08/31/2025. The issuer withheld 1,818 and 2,230 shares on 08/30/2025 and 08/31/2025, respectively, to satisfy mandatory tax withholding at a reported price of $15.58 per share. The latest reported total beneficial ownership shown is 51,197 common shares (direct). Vesting schedules are described: typical 33.4%/33.3%/33.3% or staged vesting for prior awards.

Positive

• Clear disclosure of RSU awards and vesting dates providing transparency into executive compensation
• Vesting structure uses multi-year schedules (33.4%/33.3%/33.3%) which align incentives over time
• Beneficial ownership reported with direct ownership totals (latest shown: 51,197 shares)

Negative

• Shares withheld for taxes reduced net share increase (withholdings of 1,818 and 2,230 shares)
• No open-market purchases reported that would indicate incremental insider cash investment

Insights

Corporate Governance Expert

TL;DR: Insider reported routine executive RSU vesting and tax-withholdings; transactions are standard compensation events without additional disclosures.

The Form 4 documents scheduled RSU vesting and the conversion of RSUs into common shares, with mandatory withholding to cover taxes. The reporting person holds direct beneficial ownership and filed through an attorney-in-fact. There are no open-market sales reported; the transactions are characterized primarily as issuance/vesting and withholding rather than disposals. For governance review, these are typical equity-compensation-related disclosures and do not, by themselves, indicate changes in control or unusual insider selling.

Executive Compensation Analyst

TL;DR: The filing details RSU vesting cadence and share withholdings; award sizes and withholding quantities are clearly reported.

The submission quantifies a 26,106 RSU award and smaller vesting tranches converting to a total of 9,200+ common shares acquired across two days, offset by 4,048 shares withheld for taxes at $15.58 per share. Vesting schedules for recent awards follow multi-year cliffs and pro rata schedules (33.4%/33.3%/33.3% or specified second/third-year tranches), consistent with retention-focused executive pay design. No cash purchases or option exercises are recorded.

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^*

LOWE JOHN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		4,133	A	(1)	47,948	D
Common Stock	08/30/2025		F(2)		1,818	D	$15.58	46,130	D
Common Stock	08/31/2025		M		5,067	A	(1)	51,197	D
Common Stock	08/31/2025		F(2)		2,230	D	$15.58	48,967	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		26,106		(3)	(3)	Common Stock	26,106	$0	26,106	D
Restricted Stock Units	(1)	08/30/2025		M			4,133	(4)	(4)	Common Stock	4,133	$0	8,260	D
Restricted Stock Units	(1)	08/31/2025		M			1,112	(5)	(5)	Common Stock	1,112	$0	0	D
Restricted Stock Units	(1)	08/31/2025		M			3,955	(6)	(6)	Common Stock	3,955	$0	3,955	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 CPI Card Group (PMTS) insider John Lowe report on Form 4?

The Form 4 reports RSU vesting and conversion to common shares between 08/29/2025 and 08/31/2025, with acquisitions of 4,133 and 5,067 shares and tax-withholding of 1,818 and 2,230 shares.

How many RSUs were awarded or vested according to the filing?

The filing shows an award of 26,106 RSUs on 08/29/2025 and records other vested RSU tranches tied to prior award dates.

What price was used for the tax withholding on the vested shares?

The filing reports a withholding price of $15.58 per share for the shares withheld to satisfy taxes.

What is John Lowe’s reported beneficial ownership after these transactions?

The latest reported beneficial ownership shown in the Form 4 is 51,197 common shares (direct) following the 08/31/2025 transactions.

Were any open-market sales or purchases reported on this Form 4?

No open-market purchases or sales are reported; the transactions are RSU vesting conversions and issuer withholding to satisfy taxes.