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

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) insider activity: Anntoinette Thompson, EVP, Debit & Credit Solutions, reported multiple restricted stock unit vesting events and share withholding for taxes at the end of August 2025. On 08/29/2025 the filing shows 3,446 RSUs awarded/vested; on 08/30/2025 621 RSUs (with 182 shares withheld to satisfy taxes at an implied price of $15.58); and on 08/31/2025 3,174 RSUs (with 930 shares withheld at $15.58), reflecting mandatory tax withholding rather than open-market sales. Following the reported transactions the filing shows 6,547 shares of common stock beneficially owned directly by the reporting person. The RSU awards vest in scheduled tranches over one to three years as described in the award agreements.

Positive

• RSU vesting events occurred, converting awarded units into reported common-share ownership which increases alignment with shareholder interests
• Timely disclosure of transactions and tax withholding consistent with Section 16 reporting requirements

Negative

• Mandatory tax withholding reduced net delivered shares (182 and 930 shares withheld), lowering incremental share ownership from gross RSU amounts

Insights

Financial Analyst

TL;DR: Multiple RSU vesting events increased reported beneficial ownership to 6,547 shares; shares were withheld to satisfy taxes, not sold.

The Form 4 documents routine equity compensation vesting for an executive, with three consecutive vesting dates producing 3,446, 621 and 3,174 RSUs respectively. The filing explicitly records withholding of 182 and 930 shares to satisfy tax obligations at a per-share amount disclosed as $15.58, which is a common administrative step that reduces gross award delivery but does not represent market disposition. For investors this is a non-market liquidity event and primarily a disclosure of compensation realization and resulting share count.

Corporate Governance Expert

TL;DR: The filing reflects standard executive equity vesting and tax withholding; no indications of discretionary open-market sales or unusual transactions.

This Form 4 shows scheduled vesting per award agreements: one award vests 33.4%/33.3%/33.3% over three anniversaries, another had its first tranche vest, and a third reported its second-year tranche. The presence of withholding to satisfy taxes is explicitly noted and the filer remains a direct beneficial owner of the reported shares. Governance-wise, the disclosure is timely and follows reporting rules; it documents compensation realization rather than trading activity that would imply a change in executive intent toward the company.

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

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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^*

Thompson Anntoinette

(Last) (First) (Middle)

C/O CPI CARD GROUP INC.

(Street)

LITTLETON CO 80127

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Debit & Credit Solutions

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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

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

X	Form filed by One Reporting Person
	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	08/30/2025		M		621	A	(1)	4,485	D
Common Stock	08/30/2025		F(2)		182	D	$15.58	4,303	D
Common Stock	08/31/2025		M		3,174	A	(1)	7,477	D
Common Stock	08/31/2025		F(2)		930	D	$15.58	6,547	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)	08/29/2025		A		3,446		(3)	(3)	Common Stock	3,446	$0	3,446	D
Restricted Stock Units	(1)	08/30/2025		M			621	(4)	(4)	Common Stock	621	$0	1,238	D
Restricted Stock Units	(1)	08/31/2025		M			3,174	(5)	(5)	Common Stock	3,174	$0	0	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. 33.4% of the RSUs reported on this line vest on the first anniversary of the August 29, 2025 award date, 33.3% will vest on the second anniversary of the award date, and 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.

4. This line reports 33.4% of the RSUs that were awarded on the August 30, 2024 award date, which vested on the first anniversary of the award date. The subsequent 33.3% will vest 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.

5. This line reports the remaining 50% of the RSUs that were awarded on the August 31, 2023 award date, which vested on the second anniversary of the award date.

	/s/ Darren Dragovich, attorney-in-fact	09/03/2025
	** 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.
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FAQ

What transactions did Anntoinette Thompson report on Form 4 for PMTS?

Answer: The Form 4 reports RSU vesting on 08/29/2025 (3,446 RSUs), 08/30/2025 (621 RSUs) and 08/31/2025 (3,174 RSUs), plus share withholding to satisfy taxes.

How many shares does the reporting person beneficially own after these transactions?

Answer: The filing shows 6,547 shares of common stock beneficially owned following the reported transactions.

Were any shares sold on the open market according to this Form 4?

Answer: No open-market sales are reported; shares were withheld by the issuer to satisfy mandatory tax withholding, explicitly noted as not an open market sale.

What price is referenced for the withheld shares?

Answer: The Form 4 lists a price of $15.58 associated with the share withholding entries (08/30/2025 and 08/31/2025).

How do the RSU vesting schedules work as described in the filing?

Answer: One award vests 33.4% on the first anniversary and 33.3% on each of the second and third anniversaries; other lines report first- and second-anniversary tranches vesting per their award agreements.