Dragovich Darren 4

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

AI-generated summary of this filing

Updated Jun 2, 2026

CPI Card (PMTS) CLO Darren Dragovich Receives RSU Award

What Happened

Darren Dragovich, Chief Legal and Compliance Officer of CPI Card Group (PMTS), was granted 2,287 restricted stock units (RSUs) on 2026-05-29. On 2026-05-30, 562 derivative shares were converted/exercised and 162 shares were withheld to satisfy tax withholding, resulting in $2,749 withheld. The RSU grant is an acquisition (award); the withheld shares are a tax‑withholding disposition, not an open‑market sale.

Key Details

Primary dates: RSU grant 2026-05-29; conversion/exercise and tax withholding 2026-05-30. Form filed 2026-06-02.
Grant: 2,287 RSUs @ $0.00 (reported as a derivative award). (See footnote F3 for vesting schedule.)
Conversion/exercise: 562 derivative shares converted/exercised (reported as M). One exercise line shows acquisition of 562 shares; another line shows 562 shares disposed at $0.00 consistent with conversion reporting.
Tax withholding: 162 shares withheld to cover mandatory taxes at $16.97/share, total $2,749 (footnote F2). This is a withholding transaction, not an open‑market sale.
Shares owned after the transaction: not specified in the provided excerpt.
Footnotes of note:
- F1: Each RSU = right to one common share on vesting.
- F2: Shares withheld to satisfy mandatory tax withholding (not an open‑market sale).
- F3: The 2,287 RSU award vests in three equal installments on May 29 of 2027–2029, subject to continued service.
- F4: The converted/vested shares reported were from a May 30, 2025 award that vested on its first anniversary.

Context

RSUs are awards that convert to shares upon vesting; tax withholdings are routine and do not necessarily indicate buying or selling intent. Here, the filing mainly reports an award and associated vesting/settlement activity with a small number of shares withheld for taxes (~$2.7K). The activity appears administrative (vesting and withholding) rather than an open‑market sale or deliberate investment purchase.

Form 4

Period: 2026-05-29

Chief Legal/Compliance Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-30+562→ 3,681 total
Tax Payment
Common Stock
[F2]
2026-05-30$16.97/sh−162$2,749→ 3,519 total
Award
Restricted Stock Units
[F1][F3]
2026-05-29+2,287→ 2,287 total
→ Common Stock (2,287 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-05-30−562→ 1,118 total
→ Common Stock (562 underlying)

Footnotes (4)

[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.

Signature

/s/ Darren Dragovich|2026-06-02

2 files