Form 4: CPI Card Group Officer Reports RSU Vesting, Stock Acquisitions

CPI Card Group's Controller & Chief Accounting Officer, Donna Abbey Carmignani, reported the vesting of restricted stock units and subsequent acquisition of common stock, alongside shares withheld for tax obligations.

Summary

• Donna Abbey Carmignani, Controller & Chief Accounting Officer of CPI Card Group Inc. (PMTS), reported several transactions related to her equity compensation.
• On November 28, 2025, Ms. Carmignani was awarded 1,491 Restricted Stock Units (RSUs). These RSUs are scheduled to vest over three years: 33.4% on the first anniversary, 33.3% on the second, and 33.3% on the third anniversary of the award date, subject to continued service.
• On November 29, 2025, 234 RSUs from a November 29, 2024 award vested, leading to the acquisition of 234 shares of common stock.
• Concurrently, 68 shares of common stock were withheld by the Issuer at a price of $13.51 to satisfy mandatory tax withholding requirements related to the RSU vesting.
• On November 30, 2025, 535 RSUs from a November 30, 2023 award vested, resulting in the acquisition of 535 shares of common stock.
• Additionally, 154 shares of common stock were withheld by the Issuer at a price of $13.51 for mandatory tax withholding purposes.
• Following these reported transactions, Ms. Carmignani directly beneficially owns 9,917 shares of common stock and 1,491 Restricted Stock Units.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation (RSU awards, vesting, and tax withholding). These are standard, pre-planned events and do not indicate any significant positive or negative operational or financial news for the company.

Positives

• The Controller & Chief Accounting Officer received a new award of 1,491 Restricted Stock Units, indicating continued compensation and alignment with shareholder interests.
• Vesting of previously awarded Restricted Stock Units demonstrates the successful achievement of service-based conditions.

Negatives

• Shares were withheld by the Issuer to satisfy tax obligations, which is a routine event but reduces the number of shares directly received by the officer.

Future Outlook

The newly awarded 1,491 Restricted Stock Units will vest over the next three years, with portions vesting on the first, second, and third anniversaries of the November 28, 2025 award date, subject to continued service. Remaining portions of the November 29, 2024 RSU award (33.3% on the second anniversary and 33.3% on the third anniversary) are expected to vest in future periods.

Industry Context

This filing reflects routine insider compensation practices, specifically the vesting and award of Restricted Stock Units, which are common mechanisms in the technology and financial services industries (CPI Card Group is a payment solutions provider) to align executive incentives with long-term company performance and retain key talent. The withholding of shares for tax purposes is a standard procedure for equity compensation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with multi-year vesting schedules is a standard practice for executive compensation across various industries, including financial technology and payment processing. This aligns with common corporate governance principles aimed at retaining key personnel and incentivizing long-term performance.
• For example, companies like Visa, Mastercard, and Fiserv frequently utilize similar equity compensation structures for their executives.
• The specific vesting percentages (e.g., 33.4%, 33.3%) and the practice of withholding shares for tax obligations are also consistent with industry norms.

Related Party Transactions

• The transactions involve an officer of CPI Card Group Inc. receiving equity compensation and the company withholding shares for tax purposes, which are considered related party transactions in the context of executive compensation.

Stakeholder Impact

• Shareholders: The award and vesting of RSUs dilute existing shares slightly over time but are part of a compensation strategy designed to align management's interests with long-term shareholder value. The withholding of shares for tax purposes is a standard, non-dilutive event.
• Employees: The equity compensation structure for a key officer may serve as a benchmark or motivator for other employees within the company.

Next Steps

• Future vesting of the 1,491 RSUs awarded on November 28, 2025, on their first, second, and third anniversaries.
• Future vesting of the remaining portions of the RSUs awarded on November 29, 2024, on their second and third anniversaries.

Key Dates

Keywords

CPI Card Group, PMTS, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Award, Tax Withholding, Officer Transactions, Donna Abbey Carmignani