CPI Card’s Sanford exercises RSUs, gets new grant

CPI Card Group Inc. director and Non-Executive Chairman Riley H. Sanford reported routine equity compensation activity.

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Form Type

Rhea-AI Filing Summary

CPI Card Group Inc. director and Non-Executive Chairman Riley H. Sanford reported routine equity compensation activity. On May 30, 2026, Sanford exercised 1,393 restricted stock units into an equal number of common shares, bringing his directly held common stock to 261,331 shares.

On May 29, 2026, he received a grant of 1,907 restricted stock units, each representing one future common share, which vest on the first anniversary of the award date subject to continued service or the award terms. The filing also notes 5,400 common shares held indirectly by his spouse, with Sanford disclaiming beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

1,393 shares exercised/converted

Exercise 4 txns

Insider Riley H Sanford

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,393	$0.00	$0.00
Exercise	Common Stock	1,393	$0.00	$0.00
Grant/Award	Restricted Stock Units	1,907	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,907 contracts (Direct); Common Stock — 261,331 shares (Direct); Common Stock — 5,400 shares (Indirect, By Spouse)

Footnotes (5)

F1. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.
F2. This line represents deferred RSUs. The shares of Common Stock underlying these RSUs will be issued to the Reporting Person following the Reporting Person's separation from service with the Issuer.
F3. The 1,907 RSUs reported on this line vest on the first anniversary of the May 29, 2026 award date, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.
F4. This line reports 100% of the deferred RSUs that were awarded on the May 30, 2025 award date, which vested on the first anniversary of the award date.
F5. The reporting person disclaims beneficial ownership of the securities held by the reporting person's spouse except to the extent of the reporting person's pecuniary interest therein.

Key Figures

RSUs exercised: 1,393 units Direct common shares after exercise: 261,331 shares New RSU grant: 1,907 units +2 more

5 metrics

RSUs exercised 1,393 units Converted into 1,393 common shares on May 30, 2026

Direct common shares after exercise 261,331 shares Direct holdings of common stock following May 30, 2026 transactions

New RSU grant 1,907 units Restricted stock units awarded on May 29, 2026

Indirect spouse holdings 5,400 shares Common stock held by spouse, with beneficial ownership disclaimed

Exercise transactions 1 transaction, 1,393 shares Derivative exercise/conversion summarized in transaction data

Key Terms

Restricted Stock Units, deferred RSUs, vest, pecuniary interest, +1 more

5 terms

Restricted Stock Units financial

"The 1,907 RSUs reported on this line vest on the first anniversary..."

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.

deferred RSUs financial

"This line represents deferred RSUs. The shares of Common Stock underlying these RSUs..."

vest financial

"The 1,907 RSUs reported on this line vest on the first anniversary..."

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.

pecuniary interest financial

"The reporting person disclaims beneficial ownership... except to the extent of the reporting person's pecuniary interest therein."

beneficial ownership financial

"The reporting person disclaims beneficial ownership of the securities held by the reporting person's spouse..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Riley H. Sanford report at CPI Card Group (PMTS)?

Riley H. Sanford reported exercising 1,393 restricted stock units into common stock and receiving a grant of 1,907 new restricted stock units. These transactions reflect routine equity compensation and do not involve any open-market buying or selling of CPI Card Group Inc. shares.

How many CPI Card Group (PMTS) shares does Riley H. Sanford hold after these Form 4 transactions?

After exercising restricted stock units, Riley H. Sanford directly holds 261,331 shares of CPI Card Group common stock. The Form 4 also reports 5,400 additional shares held indirectly by his spouse, for which Sanford disclaims beneficial ownership except for any pecuniary interest.

What are the terms of Riley H. Sanford’s new restricted stock unit grant at CPI Card Group (PMTS)?

Sanford received 1,907 restricted stock units, each representing one future common share. According to the disclosure, these RSUs vest on the first anniversary of the May 29, 2026 award date, subject to his continued service or the terms of the applicable award agreement.

Did Riley H. Sanford buy or sell CPI Card Group (PMTS) shares on the open market?

The reported transactions do not show any open-market purchases or sales. Instead, they reflect an exercise of 1,393 restricted stock units into common shares and a grant of 1,907 new restricted stock units as part of Sanford’s equity-based compensation.

How are Riley H. Sanford’s spouse’s CPI Card Group (PMTS) shares treated in the Form 4 filing?

The filing lists 5,400 CPI Card Group common shares held indirectly by Sanford’s spouse. A footnote states that Sanford disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, clarifying the nature of his indirect economic exposure.

What happened to Riley H. Sanford’s previously deferred restricted stock units at CPI Card Group (PMTS)?

The Form 4 notes that 1,393 deferred restricted stock units awarded on May 30, 2025 vested on the first anniversary of that award date. Those vested RSUs were then settled in an equal number of CPI Card Group common shares issued to Sanford.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/02/2026 - 06:02 PM EDT

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^*

Riley H Sanford

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Non-Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2026		M		1,393	A	⁽¹⁾	261,331	D
Common Stock								5,400	I	By Spouse⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	⁽¹⁾	05/29/2026		A		1,907		⁽³⁾	⁽³⁾	Common Stock	1,907	$0	1,907	D
Restricted Stock Units	⁽¹⁾	05/30/2026		M			1,393	⁽⁴⁾	⁽⁴⁾	Common Stock	1,393	$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. This line represents deferred RSUs. The shares of Common Stock underlying these RSUs will be issued to the Reporting Person following the Reporting Person's separation from service with the Issuer.

3. The 1,907 RSUs reported on this line vest on the first anniversary of the May 29, 2026 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 100% of the deferred RSUs that were awarded on the May 30, 2025 award date, which vested on the first anniversary of the award date.

5. The reporting person disclaims beneficial ownership of the securities held by the reporting person's spouse except to the extent of the reporting person's pecuniary interest therein.

	Darren Dragovich, attorney-in-fact	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR