CPI Card Group (NASDAQ: PMTS) COO RSUs vest with shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CPI Card Group Inc. Chief Operating Officer Anntoinette Thompson exercised restricted stock units into common shares in a routine compensation-related transaction. On March 29, 2026, 717 restricted stock units converted into 717 common shares at an exercise price of $0.00 per share.

To cover mandatory tax withholding upon this RSU vesting, 211 common shares were withheld by the company at $14.19 per share, which was not an open-market sale. After these transactions, Thompson directly owned 8,219 shares of CPI Card Group Inc. common stock.

Insider Trade Summary

717 shares exercised/converted

Mixed 3 txns

Insider Thompson Anntoinette

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	717	$0.00	--
Exercise	Common Stock	717	$0.00	--
Tax Withholding	Common Stock	211	$14.19	$3K

Holdings After Transaction: Restricted Stock Units — 717 shares (Direct); Common Stock — 8,430 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 converted: 717 shares Tax withholding shares: 211 shares Withholding price: $14.19 per share +2 more

5 metrics

RSUs converted 717 shares Restricted Stock Units converted to common stock on March 29, 2026

Tax withholding shares 211 shares Common shares withheld to satisfy tax upon RSU vesting

Withholding price $14.19 per share Price used for shares withheld for tax obligations

Shares held after transactions 8,219 shares Direct common stock ownership after March 29, 2026 transactions

RSU-to-share ratio 1:1 Each RSU represents one common share upon vesting

Key Terms

Restricted Stock Units, RSU, tax withholding, vesting, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting"

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.

RSU financial

"Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

tax withholding financial

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

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

vesting financial

"of which 33.4% vested on the first anniversary of the award date, 33.3% vested on the second anniversary"

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.

award date financial

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

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 05:36 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^*

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

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		717	A	⁽¹⁾	8,430	D
Common Stock	03/29/2026		F⁽²⁾		211	D	$14.19	8,219	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			717	⁽³⁾	⁽³⁾	Common Stock	717	$0	717	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 transactions did CPI Card Group (PMTS) report for Anntoinette Thompson?

CPI Card Group reported that COO Anntoinette Thompson had 717 restricted stock units vest and convert into 717 common shares. As part of this vesting event, 211 common shares were withheld by the company to satisfy mandatory tax withholding obligations.

Were the CPI Card Group (PMTS) insider transactions open-market purchases or sales?

The transactions were not open-market trades. 717 restricted stock units vested and converted into common shares, and 211 shares were withheld by CPI Card Group solely to satisfy mandatory tax withholding, as explicitly stated, rather than being sold in the open market.

How many CPI Card Group (PMTS) shares does Anntoinette Thompson hold after this Form 4?

Following the March 29, 2026 transactions, Anntoinette Thompson directly holds 8,219 shares of CPI Card Group common stock. This figure reflects the RSU conversion into common shares and the company’s withholding of 211 shares to cover associated tax obligations.

What is the nature of the restricted stock units reported for CPI Card Group (PMTS)?

Each restricted stock unit represents the right to receive one CPI Card Group common share upon vesting. The RSUs reported here were part of an award that vests in three annual tranches over three years, contingent on Thompson’s continued service with the company.

How were the CPI Card Group (PMTS) RSUs for Anntoinette Thompson structured over time?

The RSUs were awarded on March 29, 2024. According to the disclosure, 33.4% vested on the first anniversary, 33.3% vested on the second anniversary, and the remaining 33.3% will vest on the third anniversary, subject to continued service or award agreement terms.