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CPI Card Group (PMTS) interim CFO nets stock from RSU awards

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

Rhea-AI Filing Summary

CPI Card Group Inc. interim Chief Financial Officer Terra Lee Grantham reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. Grantham received a grant of 1,812 RSUs, each representing one share of common stock upon vesting. Previously granted RSUs vested on May 30 and May 31, 2026, converting 384 and 297 RSUs, respectively, into the same number of common shares at a stated price of $0.00. To satisfy mandatory tax withholding on these vestings, the issuer withheld 111 and 86 common shares at $16.97 per share, which the filing clarifies were not open‑market sales. Following these transactions, Grantham directly holds 15,648 common shares.

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Insider Grantham Terra Lee
Role Interim Chief Financial Off.
Type Security Shares Price Value
Exercise Restricted Stock Units 297 $0.00 $0.00
Exercise Common Stock 297 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 86 $16.97 $1K
Exercise Restricted Stock Units 384 $0.00 $0.00
Exercise Common Stock 384 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 111 $16.97 $2K
Grant/Award Restricted Stock Units 1,812 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 2,873 shares (Direct); Common Stock — 15,648 shares (Direct)
Footnotes (5)
  1. F1. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.
  2. F2. Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs. Not an open market sale of securities.
  3. F3. 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. F4. 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. F5. 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.
New RSU grant 1,812 RSUs Grant of restricted stock units on May 29, 2026
RSUs vested May 30, 2026 384 shares RSUs converting to common stock at $0.00
RSUs vested May 31, 2026 297 shares RSUs converting to common stock at $0.00
Shares withheld for taxes 111 shares Tax withholding at $16.97 per share on May 30, 2026
Additional shares withheld for taxes 86 shares Tax withholding at $16.97 per share on May 31, 2026
Common shares held after transactions 15,734 shares Direct ownership after latest reported transaction
Tax withholding price $16.97 per share Used to value shares withheld for taxes
Restricted Stock Units financial
"security_title: "Restricted Stock Units" with each RSU converting into 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.
mandatory tax withholding requirement financial
"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs"
grant, award, or other acquisition financial
"transaction_code_description: "Grant, award, or other acquisition" for the RSU grant"
derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security" for RSU exercises"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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FAQ

What equity compensation did CPI Card Group (PMTS) interim CFO receive in this Form 4?
The interim CFO received a grant of 1,812 restricted stock units (RSUs). Each RSU represents one share of CPI Card Group common stock, vesting in three substantially equal installments in 2027, 2028, and 2029, subject to continued service conditions.

How many CPI Card Group (PMTS) RSUs vested for the interim CFO in this period?
Previously awarded RSUs vested in two tranches: 384 RSUs vested on May 30, 2026, and 297 RSUs vested on May 31, 2026. Each vested RSU converted into one share of CPI Card Group common stock at a stated price of $0.00.

Were any CPI Card Group (PMTS) shares sold on the open market in this Form 4?
No open‑market sales were reported. The filing states that 111 shares and 86 shares of common stock were withheld by the issuer to satisfy mandatory tax withholding upon RSU vesting, and explicitly notes these are not open‑market sales.

What is the tax withholding price used for CPI Card Group (PMTS) shares in this filing?
For tax withholding on vested RSUs, CPI Card Group used a share price of $16.97. At that price, the issuer withheld 111 shares on May 30, 2026, and 86 shares on May 31, 2026, to cover the interim CFO’s tax obligations.

How many CPI Card Group (PMTS) shares does the interim CFO hold after these transactions?
After the reported RSU vesting and tax withholding entries, the interim CFO directly holds 15,734 shares of CPI Card Group common stock. This figure reflects the position following the latest transaction reported in the filing’s non‑derivative ownership table.

How do the new CPI Card Group (PMTS) RSUs vest over time for the interim CFO?
The new award of 1,812 RSUs vests in three substantially equal installments on May 29 of 2027, 2028, and 2029. Vesting is conditioned on the interim CFO’s continued service, as outlined in the applicable award agreement language.
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*
Grantham Terra Lee
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Interim Chief Financial Off.
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 Stock05/30/2026M384A(1)15,548D
Common Stock05/30/2026F(2)111D$16.9715,437D
Common Stock05/31/2026M297A(1)15,734D
Common Stock05/31/2026F(2)86D$16.9715,648D
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)05/29/2026A1,812 (3) (3)Common Stock1,812$01,812D
Restricted Stock Units(1)05/30/2026M384 (4) (4)Common Stock384$0764D
Restricted Stock Units(1)05/31/2026M297 (5) (5)Common Stock297$0297D
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