CPI Card Group (NASDAQ: PMTS) CCO exercises RSUs; tax withholding trims net shares

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Commercial Officer Margaret O'Leary reported routine equity compensation activity involving restricted stock units and related tax withholding. She exercised RSUs into 970 shares of common stock, then had 279 shares withheld by the company to cover mandatory taxes, which the filing notes is not an open-market sale.

After these transactions, she directly holds 27,132 shares of common stock, and an additional 500 shares are held indirectly by her spouse. The RSUs were part of an award granted on March 29, 2024 that vests in three annual tranches, tied to her continued service.

Insider Trade Summary

970 shares exercised/converted

Mixed 4 txns

Insider O'LEARY MARGARET

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	970	$0.00	--
Exercise	Common Stock	970	$0.00	--
Tax Withholding	Common Stock	279	$14.19	$4K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 970 shares (Direct); Common Stock — 27,411 shares (Direct); Common Stock — 500 shares (Indirect, By Spouse)

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. This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date, and the remaining 33.3% will vest 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.

Key Figures

RSUs exercised: 970 units / 970 shares Shares withheld for tax: 279 shares at $14.19 Direct holdings after transactions: 27,132 shares +3 more

6 metrics

RSUs exercised 970 units / 970 shares Restricted Stock Units converted to common stock on March 29, 2026

Shares withheld for tax 279 shares at $14.19 Mandatory tax withholding upon RSU vesting

Direct holdings after transactions 27,132 shares Common stock directly owned following March 29, 2026 activity

Indirect holdings by spouse 500 shares Common stock held indirectly "By Spouse"

Tax withholding shares count 279 shares Reported as payment of tax liability by delivering securities

RSU vesting schedule 33.4% / 33.3% / 33.3% Annual vesting over three years from March 29, 2024 award

Key Terms

Restricted Stock Units, RSU, mandatory tax withholding requirement, open market sale, +2 more

6 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting"

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.

RSU financial

"Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

mandatory tax withholding requirement financial

"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs."

open market sale financial

"Not an open market sale of securities."

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

vest financial

"33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

indirect financial

"Common Stock ... total_shares_following_transaction: "500.0000", direct_or_indirect: "I", nature_of_ownership: "By Spouse""

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^*

O'LEARY MARGARET

(Last) (First) (Middle)

C/O CPI CARD GROUP INC.

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 Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2026

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	03/29/2026		M		970	A	(1)	27,411	D
Common Stock	03/29/2026		F(2)		279	D	$14.19	27,132	D
Common Stock								500	I	By Spouse

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)	03/29/2026		M			970	(3)	(3)	Common Stock	970	$0	970	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. This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary of the award date, and the remaining 33.3% will vest 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Darren Dragovich, attorney-in-fact	03/31/2026
	** 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 insider transactions did PMTS executive Margaret O'Leary report?

Margaret O'Leary reported exercising restricted stock units into 970 shares of CPI Card Group Inc. common stock. Of those, 279 shares were withheld by the company to satisfy mandatory tax obligations tied to the RSU vesting event.

How many CPI Card Group (PMTS) shares does Margaret O'Leary hold after this Form 4?

After the reported transactions, Margaret O'Leary directly holds 27,132 shares of CPI Card Group common stock. The filing also shows an additional 500 shares held indirectly through her spouse, reflecting her total reported equity exposure.

Was there an open-market sale of PMTS shares in this Form 4?

No open-market sale occurred. The filing explains 279 shares were withheld by CPI Card Group to cover mandatory tax withholding upon RSU vesting, explicitly stating this is not an open market sale of securities.

What RSU award is referenced in Margaret O'Leary’s PMTS Form 4 filing?

The Form 4 references RSUs awarded on March 29, 2024. According to the filing, 33.4% vested on the first anniversary, 33.3% on the second, and the remaining 33.3% will vest on the third anniversary, subject to continued service.

How many RSUs did Margaret O'Leary convert to CPI Card Group common stock?

She converted 970 restricted stock units into 970 shares of CPI Card Group common stock. Each RSU represents the right to receive one common share of the issuer upon vesting, as described in the Form 4 footnotes.

What was the price used for the PMTS shares withheld for taxes?

The company withheld 279 shares of CPI Card Group common stock at a price of $14.19 per share. This withholding satisfied mandatory tax obligations related to the vesting of restricted stock units reported in the Form 4.