Dragovich Darren 4
4 · CPI Card Group Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
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.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-03-31+433→ 3,244 total - Tax Payment
Common Stock
[F2]2026-03-31$14.51/sh−125$1,814→ 3,119 total - Award
Restricted Stock Units
[F1][F3]2026-03-31+2,594→ 2,594 total→ Common Stock (2,594 underlying) - Award
Phantom Stock
[F4]2026-03-31+9,527→ 9,527 totalFrom: 2028-12-31Exp: 2028-12-31→ Common Stock (9,527 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-03-31−433→ 860 total→ Common Stock (433 underlying)
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.