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

Rhea-AI Filing Summary

CPI Card Group Inc. disclosed a major share sale by investment funds managed by Parallel49 Equity. On December 4, 2025, these reporting persons sold 2,126,056 shares of common stock at $13.51 per share in a transaction coded as a sale.

The sale was made pursuant to Share Purchase Agreements between the reporting person and the purchasers dated December 4, 2025. Following this transaction, the reporting persons beneficially owned 2,687,921 shares of CPI Card Group common stock.

Of the shares sold, 1,336,922 were sold by Tricor Pacific Capital Partners (Fund IV), LP, which then held 1,690,238 shares, and 789,134 were sold by Tricor Pacific Capital Partners (Fund IV) US, LP, which then held 997,683 shares. Both Tricor funds are managed by Parallel49 Equity, ULC as general partner, and members of the investment committee disclaim beneficial ownership of the funds’ holdings.

Insights

Equity ownership and insider-transactions analyst

Large CPI Card Group shareholder reported selling 2.1M shares at $13.51 while retaining a sizable position.

The reporting persons, including funds managed by Parallel49 Equity, ULC, sold 2,126,056 CPI Card Group common shares on December 4, 2025 at $13.51 per share. The transaction is coded as a sale and executed under Share Purchase Agreements dated the same day, indicating a negotiated block-style disposition rather than open-market trading.

After the sale, the group still beneficially owns 2,687,921 shares. The filing explains that 1,336,922 shares were sold by Tricor Pacific Capital Partners (Fund IV), LP, which then held 1,690,238 shares, and 789,134 shares were sold by Tricor Pacific Capital Partners (Fund IV) US, LP, which then held 997,683 shares. Parallel49 Equity acts as general partner of these funds, while the named investment committee members formally disclaim beneficial ownership, clarifying that economic exposure is at the fund level.

This Form 4 highlights a substantial reduction in the position of a significant shareholder and director-affiliated funds, but it also confirms they remain large holders. Future ownership levels and any additional transactions, if they occur, would be reflected in subsequent beneficial ownership or Form 4 filings.

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^*

Parallel49 Equity, ULC

(Last) (First) (Middle)

276 EAST DEERPATH ROAD

(Street)

LAKE FOREST IL 60045

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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	12/04/2025		S(1)		2,126,056(2)	D	$13.51	2,687,921(2)	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 EAST DEERPATH ROAD

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

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)

C/O PARALLEL49 EQUITY

276 EAST DEERPATH ROAD

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

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)

C/O PARALLEL49 EQUITY

276 EAST DEERPATH ROAD

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

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 Share Purchase Agreements between Reporting Person and Purchasers dated December 4, 2025.

2. 1,336,922 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 1,690,238 shares of common stock of the Company. 789,134 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 997,683 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 Nicholas A. Peters, Authorized Individual	12/12/2025
	/s/ Tricor Pacific Capital Partners (Fund IV), LP By: Parallel49 Equity, ULC, its General Partner By: Nicholas A Peters, Authorized Individual	12/12/2025
	/s/ Tricor Pacific Capital Partners (Fund IV) US, LP By: Parallel49 Equity, ULC, its General Partner By: Nicholas A. Peters, Authorized Individual	12/12/2025
	** Signature of Reporting Person	Date
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