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CPI Card Group (PMTS) CCO granted RSUs, phantom stock and boosts share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Commercial Officer Margaret O'Leary received new equity-based compensation and reported related share movements. She was granted 3,791 restricted stock units, each convertible into one common share upon vesting, and 13,922 phantom stock units economically equivalent to common stock and settling in cash based on performance and average share price around late 2028.

O'Leary also exercised 633 restricted stock units into common stock. Of the resulting shares, 182 common shares at $14.51 were withheld by the company to cover mandatory tax obligations, which is not an open-market sale. Following these transactions, she directly holds 27,583 common shares and has an additional 500 shares reported as indirectly owned through her spouse.

Positive

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Insider O'LEARY MARGARET
Role Chief Commercial Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 3,791 $0.00 --
Grant/Award Phantom Stock 13,922 $0.00 --
Exercise Restricted Stock Units 633 $0.00 --
Exercise Common Stock 633 $0.00 --
Tax Withholding Common Stock 182 $14.51 $3K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 3,791 shares (Direct); Phantom Stock — 13,922 shares (Direct); Common Stock — 27,765 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. Represents a restricted stock unit award which vests in three substantially equal installments on March 31, 2027, 2028, and 2029, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. The award is scheduled to vest shortly following the Expiration Date and settle in cash based on a combination of the average closing price of the Issuer's common stock during the last month of the performance period and the achievement of certain performance metrics during the performance period, subject to the reporting person's continuous service through the vesting date or as otherwise provided for in the applicable award agreement. This line reports RSUs that were awarded on the March 31, 2025 award date, which vested on the first anniversary of the award date. The remaining RSUs granted on the award date will vest in substantially equal installments on the second and third anniversaries 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.
RSU grant 3,791 units Restricted stock units granted on March 31, 2026
Phantom stock grant 13,922 units Phantom stock units granted on March 31, 2026
RSUs exercised 633 units RSUs converted into common stock on March 31, 2026
Shares withheld for taxes 182 shares at $14.51 Common shares withheld to satisfy tax obligations
Direct common shares after transactions 27,583 shares Direct ownership following March 31, 2026 transactions
Indirect common shares 500 shares Indirect ownership reported as held by spouse
RSU vesting schedule 3 installments RSUs vest on March 31, 2027, 2028, and 2029
Phantom stock performance period end December 31, 2028 Award scheduled to vest shortly after this date
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents the right to receive one common share..."
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.
phantom stock financial
"Each share of phantom stock is the economic equivalent of one share..."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
mandatory tax withholding requirement financial
"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting..."
performance metrics financial
"based on a combination of the average closing price... and the achievement of certain performance metrics..."
Performance metrics are concrete numbers or ratios that show how well a business, product, or investment is doing—like speed, fuel use and mileage on a car’s dashboard. They measure things investors care about, such as sales growth, profitability, cash flow, customer retention or efficiency, so readers can compare progress, spot strengths or problems, and make informed decisions about buying, holding or selling shares.
performance period financial
"during the last month of the performance period and the achievement of certain performance metrics..."
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Commercial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026M633A(1)27,765D
Common Stock03/31/2026F(2)182D$14.5127,583D
Common Stock500IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)03/31/2026A3,791 (3) (3)Common Stock3,791$03,791D
Phantom Stock(4)03/31/2026A13,92212/31/202812/31/2028Common Stock13,922$013,922D
Restricted Stock Units(1)03/31/2026M633 (5) (5)Common Stock633$01,264D
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. Represents a restricted stock unit award which vests in three substantially equal installments on March 31, 2027, 2028, and 2029, subject to the reporting person's continued service through such date or as otherwise provided for in the applicable award agreement.
4. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. The award is scheduled to vest shortly following the Expiration Date and settle in cash based on a combination of the average closing price of the Issuer's common stock during the last month of the performance period and the achievement of certain performance metrics during the performance period, subject to the reporting person's continuous service through the vesting date or as otherwise provided for in the applicable award agreement.
5. This line reports RSUs that were awarded on the March 31, 2025 award date, which vested on the first anniversary of the award date. The remaining RSUs granted on the award date will vest in substantially equal installments on the second and third anniversaries 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-fact04/02/2026
** Signature of Reporting PersonDate
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 equity awards did CPI Card Group (PMTS) grant to its CCO?

CPI Card Group granted Chief Commercial Officer Margaret O'Leary 3,791 restricted stock units and 13,922 phantom stock units. Each RSU converts into one common share, while phantom stock pays cash based on share price and performance after the stated performance period.

How many CPI Card Group (PMTS) shares does the CCO own after these transactions?

After the reported transactions, Margaret O'Leary directly holds 27,583 shares of CPI Card Group common stock. The filing also reports 500 additional shares as indirectly owned through her spouse, providing a fuller picture of her total disclosed equity exposure.

Did the CPI Card Group (PMTS) CCO sell any shares in the open market?

No open-market sale was reported. The 182 common shares shown as an F-code disposition were withheld by CPI Card Group to satisfy mandatory tax withholding on vested RSUs, which the footnote clarifies is not an open-market sale of securities.

What are the vesting terms of the new RSU award at CPI Card Group (PMTS)?

The 3,791 restricted stock units vest in three substantially equal installments on March 31, 2027, 2028, and 2029. Vesting requires Margaret O'Leary’s continued service or meeting conditions in the award agreement, aligning compensation with multi-year retention incentives.

How does the phantom stock award for CPI Card Group (PMTS) work?

Each phantom stock unit equals one common share economically and is scheduled to vest shortly after December 31, 2028. The cash payout depends on average closing price in the last month of the performance period and achievement of defined performance metrics, plus continued service.

What RSU vesting event triggered tax withholding for CPI Card Group (PMTS)?

The filing notes RSUs awarded on March 31, 2025 vested on their first anniversary, triggering mandatory tax withholding. To cover this requirement, CPI Card Group withheld 182 common shares, explaining the F-code disposition without involving an open-market share sale.