CPI Card Group (NASDAQ: PMTS) CEO exercises RSUs, updates to 58,921 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CPI Card Group Inc. President and CEO John Lowe exercised 6,469 Restricted Stock Units, receiving an equal number of common shares as part of his equity compensation. Following the transaction, he directly owns 58,921 common shares.

Of the shares issued upon RSU vesting, 2,846 common shares were withheld by the company at $14.19 per share to satisfy mandatory tax withholding, which is explicitly described as not an open market sale. The RSUs were granted on March 29, 2024, with 33.4% vesting on the first anniversary, 33.3% on the second, and the remaining 33.3% scheduled to vest on the third anniversary, subject to his continued service or the award terms.

Insider Trade Summary

6,469 shares exercised/converted

Mixed 3 txns

Insider LOWE JOHN

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,469	$0.00	--
Exercise	Common Stock	6,469	$0.00	--
Tax Withholding	Common Stock	2,846	$14.19	$40K

Holdings After Transaction: Restricted Stock Units — 6,469 shares (Direct); Common Stock — 61,767 shares (Direct)

Footnotes (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. This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% vested 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.

Key Figures

RSUs exercised: 6,469 units Common shares acquired from RSUs: 6,469 shares Shares withheld for taxes: 2,846 shares +2 more

5 metrics

RSUs exercised 6,469 units Restricted Stock Units converted to common shares on March 29, 2026

Common shares acquired from RSUs 6,469 shares Common Stock received upon RSU vesting

Shares withheld for taxes 2,846 shares Mandatory tax withholding on RSU vesting at $14.19 per share

Tax withholding price $14.19 per share Valuation used for 2,846 shares withheld for tax obligations

Post-transaction holdings 58,921 shares John Lowe’s direct CPI Card Group common stock after transactions

Key Terms

Restricted Stock Units, mandatory tax withholding requirement, vesting, derivative exercise/conversion, +1 more

5 terms

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.

mandatory tax withholding requirement financial

"Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting"

vesting financial

"represents the right to receive one common share of the Issuer upon vesting of such RSU"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 05:37 PM

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^*

LOWE JOHN

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2026

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	03/29/2026		M		6,469	A	⁽¹⁾	61,767	D
Common Stock	03/29/2026		F⁽²⁾		2,846	D	$14.19	58,921	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)
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	⁽¹⁾	03/29/2026		M			6,469	⁽³⁾	⁽³⁾	Common Stock	6,469	$0	6,469	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. This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% vested 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Darren Dragovich, attorney-in-fact	03/31/2026
	** 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

FAQ

What insider transaction did PMTS CEO John Lowe report on this Form 4?

John Lowe exercised 6,469 Restricted Stock Units into common shares as part of his compensation. This derivative exercise increased his direct ownership in CPI Card Group while reflecting scheduled vesting of prior RSU awards granted in March 2024.

How many CPI Card Group (PMTS) shares does John Lowe hold after this transaction?

After the reported RSU vesting and related tax withholding, John Lowe directly owns 58,921 CPI Card Group common shares. This figure reflects his updated post-transaction holdings as disclosed in the Form 4’s non-derivative securities table.

Were any CPI Card Group (PMTS) shares sold on the open market in this Form 4?

No open market sale occurred. The filing states that 2,846 shares were withheld by the issuer to satisfy mandatory tax withholding on RSU vesting, and explicitly clarifies this was not an open market sale of securities.

What is the tax withholding component in John Lowe’s PMTS Form 4 filing?

The company withheld 2,846 common shares at $14.19 per share to cover required taxes on vested RSUs. This is recorded with transaction code F and is described as a tax-withholding disposition rather than a discretionary market sale.

What are the vesting terms of John Lowe’s March 29, 2024 RSU grant at CPI Card Group?

The RSU award granted on March 29, 2024 vests in three tranches: 33.4% on the first anniversary, 33.3% on the second anniversary, and the remaining 33.3% on the third anniversary, subject to his continued service or the award agreement.

How do CPI Card Group (PMTS) RSUs convert into common shares for John Lowe?

Each Restricted Stock Unit represents the right to receive one CPI Card Group common share upon vesting. When vesting occurs, the RSUs convert into an equal number of common shares, as shown by the 6,469 RSUs converting into 6,469 shares in this filing.