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

Rhea-AI Filing Summary

Valerie Soranno Keating, a director of CPI Card Group Inc. (ticker PMTS), reported equity award activity on Form 4. The filing shows the grant and vesting of restricted stock units (RSUs): 1,948 RSUs were awarded on August 29, 2025 (each RSU converts to one common share upon vesting) and are scheduled to vest on the first anniversary of that award date subject to continued service. The filing also reports 924 RSUs from an August 30, 2024 award that vested on its 12-month anniversary and were acquired on August 30, 2025. Following the reported transactions, the reporting person beneficially owned 31,445 shares. The Form 4 was signed by an attorney-in-fact on September 3, 2025.

Positive

• Acquisition of RSUs: Reporting person acquired rights to 1,948 RSUs awarded 08/29/2025, each representing one common share upon vesting.
• Vesting reported: 924 RSUs from the 08/30/2024 award vested on their 12-month anniversary and were acquired on 08/30/2025.
• Increased beneficial ownership: Beneficial ownership reported at 31,445 shares following the transactions.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Director received standard time-based RSUs, with a portion vested and added to beneficial ownership.

The Form 4 documents routine equity compensation activity for a company director. The 1,948 RSUs granted on August 29, 2025 vest on the first anniversary subject to continued service, reflecting typical retention-based incentives. The 924 RSUs from an August 30, 2024 award vested after 12 months and were reported as acquired. This disclosure aligns with standard governance practices to align executive interests with shareholders; no unusual acceleration, dispositions, or cash transactions are reported.

Securities Analyst

TL;DR Insider increased reported beneficial ownership through routine RSU vesting and award accruals.

The filing shows acquisition of economic rights to 1,948 shares and the vesting/acquisition of 924 shares, bringing beneficial ownership to 31,445 shares. All derivative awards are zero-price RSUs converting to common stock on vesting. There are no cash purchases or sales reported, and the transactions appear administrative and compensatory rather than market-driven. The disclosure is material for transparency but not indicative of a change in corporate control or a market-moving transaction.

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^*

Soranno Keating Valerie

(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
	Officer (give title below)		Other (specify below)

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		924	A	(1)	31,445	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(2)	(1)	08/29/2025		A		1,948		(3)	(3)	Common Stock	1,948	$0	1,948	D
Restricted Stock Units	(1)	08/30/2025		M			924	(4)	(4)	Common Stock	924	$0	0	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. This line represents deferred RSUs. The shares of Common Stock underlying these RSUs will be issued to the Reporting Person following the Reporting Person's separation from service with the Issuer.

3. The 1,948 RSUs reported on this line vest on the first anniversary of the August 29, 2025 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 100% of the deferred RSUs that were awarded on the August 30, 2024 award date, which vested on the 12 month anniversary of the award date.

	/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.
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FAQ

What did Valerie Soranno Keating report on the Form 4 for PMTS?

The Form 4 reports the grant of 1,948 RSUs on 08/29/2025 and the vesting/acquisition of 924 RSUs on 08/30/2025, resulting in 31,445 shares beneficially owned.

How do the RSUs reported convert to CPI Card Group Inc. common stock?

Each restricted stock unit represents the right to receive one common share of the issuer upon vesting, and the reported RSUs have a $0 conversion price.

When do the 1,948 RSUs vest according to the filing?

The 1,948 RSUs awarded on 08/29/2025 vest on the first anniversary of that award date, subject to continued service through the vesting date.

Were any sales or cash purchases reported by the director in this filing?

No sales or cash purchase transactions are reported; the Form 4 records RSU awards and vesting only.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Darren Dragovich, attorney-in-fact on 09/03/2025.