Dixon Robert Michael 4

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

AI-generated summary of this filing

Updated Apr 2, 2026

CPI Card (PMTS) CDO Dixon Michael Receives RSUs & Phantom Stock

What Happened

Dixon Robert Michael, Chief Digital Officer of CPI Card Group Inc. (PMTS), received equity awards on March 31, 2026 and had a small tax-withholding related disposition. The filing shows grants of 2,596 restricted stock units (RSUs) and 9,535 phantom stock units (total 12,131 units). The report also records the exercise/conversion of 288 derivative units, and 87 shares were withheld to satisfy mandatory tax withholding at $14.51 per share (total ~$1,262). The withheld shares were not an open-market sale.

Key Details

Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (appears timely).
Grants: 2,596 RSUs @ $0.00 (award) and 9,535 phantom stock units @ $0.00 (award).
Vesting/exercise: 288 derivative units were exercised/converted on 3/31/2026 (reported as code M).
Tax withholding: 87 shares withheld (code F) at $14.51 each to cover taxes; reported value ~$1,262 — this is issuer withholding, not an open-market sale (per footnote).
Shares owned after the transactions: not specified in the provided filing excerpts.
Relevant footnotes: RSUs convert to one common share on vesting; phantom stock settles in cash based on performance and price; some RSUs vest in installments over 2027–2029 (see filing footnotes).

Context

RSUs are awards that convert to ordinary shares upon vesting; withholding of shares to cover taxes is routine and does not indicate a market sale.
Phantom stock is typically cash-settled and tied to performance metrics; it represents economic exposure rather than immediate share ownership.
The filing shows award activity and routine tax withholding rather than a discretionary open-market sale or purchase.

Form 4

Period: 2026-03-31

Chief Digital Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-31+288→ 8,005 total
Tax Payment
Common Stock
[F2]
2026-03-31$14.51/sh−87$1,262→ 7,918 total
Award
Restricted Stock Units
[F1][F3]
2026-03-31+2,596→ 2,596 total
→ Common Stock (2,596 underlying)
Award
Phantom Stock
[F4]
2026-03-31+9,535→ 9,535 total
From: 2028-12-31Exp: 2028-12-31→ Common Stock (9,535 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-03-31−288→ 574 total
→ Common Stock (288 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.

Signature

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

1 file