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CPI Card Group (PMTS) COO granted RSUs, phantom stock and net gains shares

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

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Operating Officer Anntoinette Thompson reported equity compensation and related share movements. She received 3,791 restricted stock units (RSUs), each representing one common share, which vest in three substantially equal installments on March 31, 2027, 2028, and 2029, subject to continued service.

Thompson was also granted 13,922 phantom stock units, economically equivalent to common shares and scheduled to vest shortly after December 31, 2028. These will settle in cash based on the average closing price during the last month of the performance period and achievement of specified performance metrics.

On the same date, 633 RSUs vested and were converted into 633 common shares, increasing her direct common stock holdings, while 186 shares were withheld at $14.51 per share to satisfy mandatory tax obligations. After these transactions, she directly held 8,666 shares of common stock.

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Insider Thompson Anntoinette
Role Chief Operating 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 186 $14.51 $3K
Holdings After Transaction: Restricted Stock Units — 3,791 shares (Direct); Phantom Stock — 13,922 shares (Direct); Common Stock — 8,852 shares (Direct)
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 to COO on March 31, 2026
Phantom stock grant 13,922 units Phantom stock granted, vesting after December 31, 2028
RSUs exercised 633 units RSUs converted into 633 common shares on March 31, 2026
Tax withholding shares 186 shares Shares withheld to satisfy tax at $14.51 per share
Tax withholding price $14.51/share Value used for mandatory tax withholding on vested RSUs
Common shares held 8,666 shares Direct common stock holdings after transactions
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") represents the right to receive one common share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
phantom stock financial
"Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock"
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 financial
"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs"
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 during the performance period"
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*
Thompson Anntoinette

(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 Operating 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)8,852D
Common Stock03/31/2026F(2)186D$14.518,666D
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) COO Anntoinette Thompson receive?

Anntoinette Thompson received 3,791 restricted stock units and 13,922 phantom stock units. The RSUs convert into common shares over time, while the phantom stock delivers a cash payout tied to CPI Card Group’s share price and performance metrics.

How do the new RSUs for CPI Card Group (PMTS) COO vest?

The 3,791 RSUs granted to the COO vest in three substantially equal installments on March 31, 2027, 2028, and 2029. Vesting requires her continued service or satisfaction of conditions in the applicable award agreement.

What are the terms of the phantom stock granted to CPI Card Group (PMTS) COO?

The COO received 13,922 phantom stock units, each economically equivalent to one common share. The award is scheduled to vest shortly after December 31, 2028, settling in cash based on average closing price and achievement of defined performance metrics.

Did CPI Card Group (PMTS) COO sell shares in this Form 4 filing?

The filing shows 186 shares of common stock were withheld at $14.51 per share to cover mandatory tax obligations upon RSU vesting. Footnotes clarify this was not an open market sale but a tax-withholding disposition.

How many CPI Card Group (PMTS) shares does the COO hold after these transactions?

Following the March 31, 2026 transactions, Anntoinette Thompson directly held 8,666 shares of common stock. This reflects RSUs converted into shares and shares withheld for taxes, as reported in the Form 4 data.

What RSUs vested for CPI Card Group (PMTS) COO in this filing?

The filing shows 633 RSUs vested and were converted into 633 common shares. A footnote explains these RSUs were from an award granted March 31, 2025, with remaining units scheduled to vest on later anniversaries of that grant date.