CPI Card Group (PMTS) CDO granted RSUs, phantom stock and exercises prior awards

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Digital Officer Robert Michael Dixon reported routine equity compensation and a small related tax withholding. He received a grant of 2,596 restricted stock units, each representing one common share upon vesting. He also received 9,535 shares of phantom stock, economically equivalent to common stock and scheduled to vest and settle in cash after December 31, 2028, based on average share price and performance metrics.

Dixon exercised 288 previously awarded RSUs into 288 shares of common stock. Of these, 87 shares valued at $14.51 per share were withheld by the company to satisfy mandatory tax obligations, which is not an open-market sale. Following these transactions, he directly holds 7,918 shares of common stock.

Insider Trade Summary

288 shares exercised/converted

Mixed 5 txns

Insider Dixon Robert Michael

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2,596	$0.00	--
Grant/Award	Phantom Stock	9,535	$0.00	--
Exercise	Restricted Stock Units	288	$0.00	--
Exercise	Common Stock	288	$0.00	--
Tax Withholding	Common Stock	87	$14.51	$1K

Holdings After Transaction: Restricted Stock Units — 2,596 shares (Direct); Phantom Stock — 9,535 shares (Direct); Common Stock — 8,005 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.

Key Figures

RSU grant: 2,596 units Phantom stock grant: 9,535 units RSUs exercised: 288 units +4 more

7 metrics

RSU grant 2,596 units Restricted stock units awarded on March 31, 2026

Phantom stock grant 9,535 units Phantom stock economically equivalent to common stock

RSUs exercised 288 units Converted into 288 shares of common stock

Shares withheld for taxes 87 shares at $14.51 Mandatory tax withholding on RSU vesting

Common shares held 7,918 shares Direct ownership after March 31, 2026 transactions

Phantom stock vesting date December 31, 2028 Award scheduled to vest shortly following this date

RSU vesting schedule 2027–2029 Three substantially equal annual installments

Key Terms

Restricted Stock Units, phantom stock, mandatory tax withholding, performance metrics, +1 more

5 terms

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"

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.

mandatory tax withholding financial

"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement"

performance metrics financial

"based on a combination of the average closing price ... and the achievement of certain performance metrics"

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Dixon Robert Michael

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Digital Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		M		288	A	(1)	8,005	D
Common Stock	03/31/2026		F(2)		87	D	$14.51	7,918	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)	03/31/2026		A		2,596		(3)	(3)	Common Stock	2,596	$0	2,596	D
Phantom Stock	(4)	03/31/2026		A		9,535		12/31/2028	12/31/2028	Common Stock	9,535	$0	9,535	D
Restricted Stock Units	(1)	03/31/2026		M			288	(5)	(5)	Common Stock	288	$0	574	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. 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-fact	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did PMTS Chief Digital Officer Robert Michael Dixon receive?

Robert Michael Dixon received 2,596 restricted stock units and 9,535 phantom stock units as equity compensation. Each RSU converts into one CPI Card Group common share upon vesting, while the phantom stock pays cash after 2028 based on share price and performance metrics.

How do Robert Michael Dixon’s new RSUs from CPI Card Group (PMTS) vest?

The 2,596 restricted stock units vest in three substantially equal installments on March 31, 2027, 2028, and 2029. Vesting requires Dixon’s continued service or satisfaction of conditions in the applicable award agreement, aligning the award with longer-term company performance.

What are the terms of the phantom stock granted to PMTS executive Robert Michael Dixon?

Each phantom stock unit equals one CPI Card Group common share economically and is scheduled to vest shortly after December 31, 2028. It settles in cash based on average closing share price and achievement of specified performance metrics, subject to Dixon’s continued service through vesting.

Did Robert Michael Dixon sell CPI Card Group (PMTS) shares in this Form 4 filing?

No open-market sale occurred. Dixon exercised 288 restricted stock units into common shares, and 87 shares were withheld by CPI Card Group at $14.51 each solely to cover mandatory tax obligations, which the filing specifies is not an open-market sale.

How many CPI Card Group common shares does Robert Michael Dixon hold after these transactions?

After exercising 288 RSUs and having 87 shares withheld for taxes, Robert Michael Dixon directly holds 7,918 CPI Card Group common shares. This reflects his updated equity stake following the compensation-related transactions reported in the Form 4 filing.

What was the purpose of the 87 CPI Card Group shares withheld from Robert Michael Dixon?

The 87 shares of CPI Card Group common stock were withheld to satisfy mandatory tax withholding tied to RSU vesting. The filing states this is payment of tax liability by delivering securities, explicitly clarifying it is not an open-market sale of shares.