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

Rhea-AI Filing Summary

Margaret O'Leary, EVP, Prepaid & Digital Solutions of CPI Card Group Inc. (PMTS), reported multiple transactions tied to restricted stock units (RSUs) and resulting common stock holdings. The filing shows RSU vesting events on August 29-31, 2025 that converted into common shares: 3,446 RSUs vested on 08/29/2025, 621 RSUs on 08/30/2025, and multiple vesting tranches on 08/31/2025 totaling several thousand shares. The report also shows share withholding by the issuer to satisfy mandatory tax withholding at $15.58 per share on two vesting dates. Following the reported transactions, O'Leary's beneficial common stock holdings are listed at amounts such as 20,441; 20,262; 23,583; and 22,627 shares on the respective lines. The form was signed by an attorney-in-fact on 09/03/2025.

Positive

• Clear disclosure of RSU vesting dates and vesting schedule provides transparency on executive compensation
• Issuer tax-withholding was used instead of open-market sales, indicating retention of shares rather than immediate disposition

Negative

• Share withholding reduced the net shares delivered to the reporting person, slightly lowering her direct stake
• Filing shows multiple vesting tranches which will increase share count over time, a routine source of potential dilution

Insights

Securities Analyst

TL;DR: Routine executive equity compensation vesting with issuer tax-withholding; not unusually dilutive or unusual for investors.

The Form 4 documents scheduled RSU vesting and corresponding shares issued to an executive, with shares withheld by the issuer to satisfy tax obligations at $15.58 per share on two reported dates. The transactions appear to reflect standard equity compensation mechanics rather than open-market sales, as noted by the filer. The reported post-transaction beneficial ownership figures provide transparency on the executive's stake but do not indicate a change in control or an unusual liquidity event.

Corporate Governance Specialist

TL;DR: Disclosure aligns with Section 16 reporting: vesting schedules and withholding are properly reported; no governance red flags shown.

The filer discloses multiple RSU vesting tranches with clear vesting schedules and the issuer's withholding of shares to meet tax obligations, which is consistent with executive compensation practices. The explanation section details vesting percentages and service conditions. There is no indication of derivative exercises for cash proceeds or secondary market disposals; ownership is reported as direct with a small indirect holding via spouse noted. Documentation appears complete for the reported events.

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^*

O'LEARY MARGARET

(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)
	EVP, Prepaid & Digital Solut.

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)	20,441	D
Common Stock	08/30/2025		F(2)		179	D	$15.58	20,262	D
Common Stock	08/31/2025		M		3,321	A	(1)	23,583	D
Common Stock	08/31/2025		F(2)		956	D	$15.58	22,627	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)	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			729	(5)	(5)	Common Stock	729	$0	0	D
Restricted Stock Units	(1)	08/31/2025		M			2,592	(6)	(6)	Common Stock	2,592	$0	2,592	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.

6. This line reports 33.3% of the RSUs that were awarded on the August 31, 2023 award date, which vested on the second anniversary of the award date. 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.

	/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 insider activity did Margaret O'Leary (PMTS) report on this Form 4?

The filing reports the vesting of multiple restricted stock units (RSUs) on 08/29/2025, 08/30/2025, and 08/31/2025 that converted into common shares and related share withholding for taxes.

How many RSUs vested according to the Form 4?

The form shows 3,446 RSUs vested on 08/29/2025, 621 RSUs on 08/30/2025, and additional tranches of 729, 2,592 RSUs on 08/31/2025 as reported.

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

No open-market sales are reported; lines marked with code F reflect shares withheld by the issuer to satisfy tax withholding, not sales.

What price is shown for the withheld shares?

The filing lists a tax-withholding price of $15.58 per share on the applicable withholding entries.

How is ownership reported after these transactions?

The Form 4 lists post-transaction beneficial ownership amounts on individual lines, including figures such as 20,441, 20,262, 23,583, and 22,627 shares as shown in the filing.