O'LEARY MARGARET 4

4 · CPI Card Group Inc. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

CPI Card (PMTS) CCO Margaret O'Leary Receives RSU Awards

What Happened

Margaret O'Leary, Chief Commercial Officer of CPI Card Group (PMTS), received equity awards on 2026-03-31. The Form 4 reports acquisition of 3,791 and 13,922 restricted stock units (RSUs) and an exercise/conversion involving 633 derivative units — a total of 18,346 derivative units recorded as acquired.
The filing also shows 182 shares were withheld to satisfy mandatory tax withholding at $14.51 per share, totaling $2,641 (this withholding is not an open-market sale). One derivative conversion/exercise line for 633 shares is also reported as disposed at $0.00, consistent with internal settlement/conversion activity reported in the filing.

Key Details

Transaction date: 2026-03-31 (filed 2026-04-02).
Reported amounts: 3,791 RSUs (A), 13,922 RSUs (A), 633 derivative exercise/conversion (M); 182 shares withheld for taxes (F) at $14.51 each = $2,641.
Prices: RSUs/phantom awards reported at $0.00 (standard for grants); tax-withheld shares valued at $14.51.
Shares owned after transaction: not specified in the excerpt of this filing.
Notable footnotes: F1–F5 explain that RSUs equal one common share on vesting, withheld shares are for tax withholding (not open-market sales), award vesting schedules (multi-year), and that some phantom stock awards settle in cash based on performance metrics.
Timeliness: filing covers period ended 2026-03-31 and was filed 2026-04-02; the filing is not flagged as late.

Context

These entries are primarily awards/grants (A) and a derivative conversion/exercise (M). Awards and RSU vesting represent compensation and potential future share issuance rather than open-market purchases, so they are routine executive compensation events rather than direct bullish purchases.
The 182-share withholding is a routine tax-withholding action (code F) and should not be interpreted as a market sale by the insider.

Form 4

Period: 2026-03-31

Chief Commercial Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-31+633→ 27,765 total
Tax Payment
Common Stock
[F2]
2026-03-31$14.51/sh−182$2,641→ 27,583 total
Award
Restricted Stock Units
[F1][F3]
2026-03-31+3,791→ 3,791 total
→ Common Stock (3,791 underlying)
Award
Phantom Stock
[F4]
2026-03-31+13,922→ 13,922 total
From: 2028-12-31Exp: 2028-12-31→ Common Stock (13,922 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-03-31−633→ 1,264 total
→ Common Stock (633 underlying)

Holdings

Footnotes (5)

[F1]Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.
[F2]Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs. Not an open market sale of securities.
[F3]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.
[F4]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.
[F5]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.

Signature

/s/ Darren Dragovich, attorney-in-fact|2026-04-02

1 file