CPI Card major holder sells 2.69M shares

Ten percent owners associated with Parallel49 Equity fully exited their CPI Card Group common stock through an underwritten secondary sale.

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) reported that entities associated with Parallel49 Equity, ULC, identified as ten percent owners, completed a secondary sale of 2,687,921 shares of common stock on September 14, 2026. The Tricor funds sold the shares to underwriters at $20.425 per share under an Underwriting Agreement, and the underwriters sold them to the public at $21.50 per share. Following these sales, Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) U.S., LP each report holding 0 shares of CPI Card Group common stock.

Insider Trade Summary

Net Seller: 2,687,921 shares

Net Sell 1 txn

Insider Parallel49 Equity, ULC, Tricor Pacific Capital Partners (Fund IV) U.S., LP, Tricor Pacific Capital Partners (Fund IV), LP

Role 10% Owner | 10% Owner | 10% Owner

Sold 2,687,921 shs ($54.90M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	2,687,921	$20.425	$54.90M

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. The shares were sold pursuant to that certain Underwriting Agreement between the Reporting Person, the Issuer and the underwriters named therein, dated September 10, 2026, pursuant to which the Reporting Person sold the shares to the underwriters for a price $20.425. The underwriters sold the shares at a price to the public of $21.50.
2. F2. 1,690,238 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV), LP, following which sale, Tricor Pacific Capital Partners (Fund IV), LP holds 0 shares of common stock of the Company. 997,683 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV) US, LP, following which sale, Tricor Pacific Capital Partners (Fund IV) US, LP holds 0 shares of common stock of the Company. Each of Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) US, LP (together, the "Tricor Funds") is managed by Parallel49 Equity, ULC (formerly Tricor Pacific Capital Partners (Fund IV), ULC), as the general partner.
3. F3. Bradley Seaman, J. Trevor Johnstone and Roderick Senft are the sole members of an investment committee of the Tricor Funds that has the power to vote or dispose of the shares held by the Tricor Funds. Each member of the investment committee expressly disclaims any beneficial ownership of any shares of common stock held by the Tricor Funds.

Key Figures

Shares sold: 2,687,921 shares Price to underwriters: $20.425 per share Public offering price: $21.50 per share +2 more

5 metrics

Shares sold 2,687,921 shares Total CPI Card Group common stock sold by the Tricor funds on September 14, 2026

Price to underwriters $20.425 per share Sale price from the reporting persons to the underwriters under the Underwriting Agreement

Public offering price $21.50 per share Price at which underwriters sold CPI Card Group shares to the public

Shares sold by Tricor Pacific Capital Partners (Fund IV), LP 1,690,238 shares Portion of the total shares sold; post-transaction holdings are 0 shares

Shares sold by Tricor Pacific Capital Partners (Fund IV) U.S., LP 997,683 shares Portion of the total shares sold; post-transaction holdings are 0 shares

Key Terms

Underwriting Agreement, ten percent owner, beneficial ownership

3 terms

Underwriting Agreement financial

"shares were sold pursuant to that certain Underwriting Agreement between the Reporting Person"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

ten percent owner regulatory

"listed as a reporting person and ten percent owner in the Form 4"

beneficial ownership regulatory

"each member of the investment committee expressly disclaims any beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CPI Card Group Inc. (PMTS) report in this Form 4?

The filing reports a sale of 2,687,921 CPI Card Group common shares on September 14, 2026 by Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) U.S., LP under an Underwriting Agreement with named underwriters.

At what price were the PMTS shares sold in this insider transaction?

The Tricor funds sold the shares to the underwriters at $20.425 per share. The underwriters then sold the shares to the public at a price of $21.50 per share, as disclosed in the footnotes to the Form 4.

How many PMTS shares did each Tricor fund sell and what are their remaining holdings?

Tricor Pacific Capital Partners (Fund IV), LP sold 1,690,238 shares and now holds 0 shares. Tricor Pacific Capital Partners (Fund IV) U.S., LP sold 997,683 shares and also holds 0 shares of CPI Card Group common stock after the transaction.

Was the PMTS insider sale made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not selected, and the footnotes describe the sale as occurring under an Underwriting Agreement, not a Rule 10b5-1 trading plan.

Who controls the voting and disposition of the PMTS shares held by the Tricor funds?

The filing states that Bradley Seaman, J. Trevor Johnstone and Roderick Senft are the sole members of an investment committee of the Tricor funds that has power to vote or dispose of the shares, and each expressly disclaims beneficial ownership of the shares.

What role does Parallel49 Equity, ULC have in relation to the Tricor funds holding PMTS shares?

The Tricor funds are managed by Parallel49 Equity, ULC, which acts as general partner. Parallel49 Equity, ULC is listed as a reporting person and ten percent owner in the Form 4 related to the sale of CPI Card Group common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 09:39 PM Accepted by SEC EDGAR 09/14/2026 - 09:39 PM Learn about SEC filing dates

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

X

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^*

Parallel49 Equity, ULC

(Last) (First) (Middle)

276 E. DEERPATH ROAD

(Street)

LAKE FOREST ILLINOIS 60045

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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

	Form filed by One Reporting Person
X	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	09/14/2026		S(1)		2,687,921(2)	D	$20.425	0	D(3)

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

1. Name and Address of Reporting Person^*

Parallel49 Equity, ULC

(Last) (First) (Middle)

276 E. DEERPATH ROAD

(Street)

LAKE FOREST ILLINOIS 60045

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tricor Pacific Capital Partners (Fund IV) U.S., LP

(Last) (First) (Middle)

276 E. DEERPATH ROAD

(Street)

LAKE FOREST ILLINOIS 60045

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tricor Pacific Capital Partners (Fund IV), LP

(Last) (First) (Middle)

276 E. DEERPATH ROAD

(Street)

LAKE FOREST ILLINOIS 60045

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares were sold pursuant to that certain Underwriting Agreement between the Reporting Person, the Issuer and the underwriters named therein, dated September 10, 2026, pursuant to which the Reporting Person sold the shares to the underwriters for a price $20.425. The underwriters sold the shares at a price to the public of $21.50.

2. 1,690,238 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV), LP, following which sale, Tricor Pacific Capital Partners (Fund IV), LP holds 0 shares of common stock of the Company. 997,683 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV) US, LP, following which sale, Tricor Pacific Capital Partners (Fund IV) US, LP holds 0 shares of common stock of the Company. Each of Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) US, LP (together, the "Tricor Funds") is managed by Parallel49 Equity, ULC (formerly Tricor Pacific Capital Partners (Fund IV), ULC), as the general partner.

3. Bradley Seaman, J. Trevor Johnstone and Roderick Senft are the sole members of an investment committee of the Tricor Funds that has the power to vote or dispose of the shares held by the Tricor Funds. Each member of the investment committee expressly disclaims any beneficial ownership of any shares of common stock held by the Tricor Funds.

	/s/ Parallel49 Equity, ULC By Bradley Seaman, Authorized Individual	09/14/2026
	/s/ Tricor Pacific Capital Partners (Fund IV), LP By: Parallel49 Equity, ULC, its General Partner By: Bradley Seaman, Authorized Individual	09/14/2026
	/s/ Tricor Pacific Capital Partners (Fund IV) US, LP By: Parallel49 Equity, ULC, its General Partner By: Bradley Seaman, Authorized Individual	09/14/2026
	** 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)