Dixon Robert Michael 4

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

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Updated Jun 2, 2026

CPI Card (PMTS) CDO Robert Dixon Converts RSUs, Receives RSU Grant

What Happened

Robert Michael Dixon, Chief Digital Officer of CPI Card Group (PMTS), had previously granted restricted stock units (RSUs) convert into common shares at the end of May 2026. On 2026-05-30 and 2026-05-31 a total of 552 derivative units were converted into common shares (374 on 5/30 and 178 on 5/31). To satisfy mandatory tax withholding, 113 shares (5/30) and 54 shares (5/31) were withheld and disposed, leaving a net of 385 newly issued common shares retained by Dixon.
The filing also reports a new RSU award of 2,289 shares on 2026-05-29 (derivative award, $0 cash value at grant). The tax withholding on the vested shares was calculated at $16.97 per share, totaling $1,918 and $916 on the two withholding events (total $2,834). The withheld shares were not open-market sales.

Key Details

Transaction dates and types:
- 2026-05-29: Award of 2,289 RSUs (grant; derivative).
- 2026-05-30: Conversion of 374 RSUs to common shares; 113 shares withheld for taxes at $16.97 ($1,918).
- 2026-05-31: Conversion of 178 RSUs to common shares; 54 shares withheld for taxes at $16.97 ($916).
Net common shares received from conversions: 385 (552 converted − 167 withheld).
Shares owned after these transactions: not specified in the filing.
Footnotes of note:
- F1/F2: Each RSU converts to one common share; withholding shares were used to satisfy tax obligations and are not open-market sales.
- F3: The 2,289 RSU award vests in three substantially equal installments on May 29 of 2027, 2028 and 2029 (service‑based vesting).
- F4/F5: The converted RSUs came from earlier award dates (May 30, 2025 and May 31, 2024) with scheduled staggered vesting.
Filing date: 2026-06-02. The Form 4 was filed within the reporting timeframe (timely).

Context

These transactions are standard equity compensation events: RSUs vested (derivative securities converted to shares) and the company withheld a portion of shares to pay required taxes (a common cashless-withholding mechanism). This is not an open-market sale and does not necessarily indicate the insider’s market view.

Form 4

Period: 2026-05-29

Chief Digital Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-30+374→ 8,292 total
Tax Payment
Common Stock
[F2]
2026-05-30$16.97/sh−113$1,918→ 8,179 total
Exercise/Conversion
Common Stock
[F1]
2026-05-31+178→ 8,357 total
Tax Payment
Common Stock
[F2]
2026-05-31$16.97/sh−54$916→ 8,303 total
Award
Restricted Stock Units
[F1][F3]
2026-05-29+2,289→ 2,289 total
→ Common Stock (2,289 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-05-30−374→ 746 total
→ Common Stock (374 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-05-31−178→ 178 total
→ Common Stock (178 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 May 29, 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]This line reports RSUs that were awarded on the May 30, 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.
[F5]This line reports RSUs that were awarded on the May 31, 2024 award date, which vested in substantially equal installments on the first and second anniversaries of the award date. The remaining RSUs granted on the award date will vest in a substantially equal installment on the third anniversary 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|2026-06-02

1 file