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

Rhea-AI Filing Summary

Donna Abbey Carmignani, Controller & Chief Accounting Officer of CPI Card Group Inc. (PMTS), reported restricted stock unit (RSU) vesting and related share withholding in late August 2025. On 08/29/2025 she was awarded or had 1,248 RSUs vest, increasing her direct beneficial ownership to 1,248 shares. On 08/30/2025 and 08/31/2025 additional RSU vesting events were recorded: 238 RSUs were acquired on 08/30/2025 (with 69 shares withheld to satisfy mandatory tax withholding, leaving 9,103 shares beneficially owned) and 375 RSUs were acquired on 08/31/2025. The filings note scheduled vesting schedules for awards made on 08/29/2025, 08/30/2024 and 08/31/2023, and state withheld shares were used to meet tax obligations rather than sold in the open market.

Positive

• RSUs vested for a senior officer, reflecting compensation alignment with company performance and retention schedules
• Share withholding used for taxes rather than open-market sales, which avoids immediate selling pressure

Negative

• Increase in insider share count is modest and does not materially change ownership concentration
• Withheld shares reduce the net new shares delivered to the officer, lowering the immediate increase in beneficial ownership

Insights

Securities Compliance Analyst

TL;DR: Routine executive compensation vesting and tax withholding reported; no open-market sales disclosed.

The Form 4 documents time-based RSU vesting for the companys Controller/CAO across three award cohorts, with shares withheld to satisfy taxes rather than sold on the market. Transactions are recorded as acquisitions of underlying common stock upon vesting and mandatory withholding. These entries are typical for equity-based compensation and primarily affect insider share counts rather than indicating active market transactions or signaling a change in ownership strategy.

Corporate Governance Specialist

TL;DR: Vesting follows previously disclosed schedules; withholding is administrative and routine.

The explanatory notes confirm standard multi-year vesting (33.4%/33.3%/33.3% or staged vesting and partial second-year vesting for earlier awards). The reporting via Form 4 appears complete for the events listed and shows shares withheld solely for tax obligations. From a governance standpoint, these are expected compensation mechanics and do not represent voluntary dispositions by the reporting officer.

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^*

Carmignani Donna Abbey

(Last) (First) (Middle)

C/O CPI CARD GROUP INC.

10368 WEST CENTENNIAL ROAD

(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)
	Controller & Chief Acct. Off.

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		238	A	(1)	9,172	D
Common Stock	08/30/2025		F(2)		69	D	$15.58	9,103	D
Common Stock	08/31/2025		M		375	A	(1)	9,478	D
Common Stock	08/31/2025		F(2)		108	D	$15.58	9,370	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		1,248		(3)	(3)	Common Stock	1,248	$0	1,248	D
Restricted Stock Units	(1)	08/30/2025		M			238	(4)	(4)	Common Stock	238	$0	474	D
Restricted Stock Units	(1)	08/31/2025		M			375	(5)	(5)	Common Stock	375	$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 Donna Abbey Carmignani report on Form 4 for PMTS?

The Form 4 reports vesting of 1,248 RSUs on 08/29/2025, acquisition of 238 shares on 08/30/2025 with 69 shares withheld for taxes, and acquisition of 375 shares on 08/31/2025.

Were any shares sold on the open market in these reported transactions for PMTS?

No. The filing states withheld shares were used to satisfy mandatory tax withholding, and this was not an open market sale.

How many shares did the reporting person beneficially own after the transactions?

The filing shows beneficial ownership figures of 9,172 shares after the 08/29/2025 transaction and subsequent counts of 9,103 and 9,478 following later entries, as reported in the Form 4.

What vesting schedules are described in the Form 4?

The Form 4 discloses multi-year vesting: 33.4% on the first anniversary and 33.3% on each of the second and third anniversaries for the awards described, subject to continued service or award terms.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by an attorney-in-fact, Darren Dragovich, on 09/03/2025.