CPI Card (PMTS) CLO Darren Dragovich Receives RSUs, Exercises Derivative

What Happened Darren Dragovich, Chief Legal and Compliance Officer of CPI Card Group, received awards and completed a conversion/exercise of derivative awards on March 31, 2026. The filing shows 2,594 and 9,527 award units were acquired (total 12,121 units, listed as RSUs/phantom stock), a conversion/exercise of 433 derivative shares occurred, and 125 shares were withheld to satisfy tax withholding at $14.51 per share (total $1,814). The withheld shares were not an open-market sale.

Key Details

• Transaction date: 2026-03-31; Form 4 filed 2026-04-02 (timely filing).
• Grants/Acquisitions: 2,594 and 9,527 units acquired at $0.00 (derivative awards/RSUs/phantom stock).
• Exercise/Conversion: 433 derivative shares exercised/converted (reported as M-code).
• Tax withholding: 125 shares withheld at $14.51/share = $1,814 (F-code). Filing notes this is withholding, not an open-market sale.
• Shares owned after the transaction: the filing does not state the total beneficial ownership following these transactions.
• Footnotes of note:
  • F1/F5: RSUs represent the right to one common share; some RSUs were from a March 31, 2025 award that vested on its first anniversary and remaining installments vest later.
  • F3: A separate RSU award vests in three annual installments (2027–2029).
  • F4: Phantom stock awards settle in cash based on performance and price, subject to vesting/service conditions.

Context These entries reflect routine equity compensation activity (awards vesting/issuing and conversion of derivative awards) rather than an open-market purchase or sale. The 125-share withholding is a common method to satisfy tax obligations on vested awards and should not be interpreted as a directional bet by the insider. Some of the newly reported awards are subject to future vesting or performance conditions per the footnotes.