Dragovich Darren 4

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.