CPI Card Group Inc. Announces Underwriting Agreement for Secondary Offering

What Happened

• CPI Card Group Inc. filed an 8‑K on September 14, 2026 reporting that it entered into an underwriting agreement dated September 10, 2026 with B. Riley Securities, Inc. as representative of the underwriters and selling stockholders Tricor Pacific Capital Partners (Fund IV), Limited Partnership and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership.
• The offering covered 2,337,323 shares of the company’s common stock sold by the selling stockholders; the underwriters were granted a 30‑day option for an additional 350,598 shares, which they exercised in full on September 11, 2026. The offering closed on September 14, 2026. The company did not sell any shares and will receive no proceeds from the sale.

Key Details

• Shares originally offered by selling stockholders: 2,337,323.
• Option shares exercised by underwriters: 350,598 — total shares sold in the offering: 2,687,921.
• Underwriter representative: B. Riley Securities, Inc.; selling stockholders: Tricor Pacific Capital Partners (Fund IV) and its U.S. affiliate.
• Offering made under the company’s Form S‑3 shelf registration (File No. 333‑259511) and a prospectus supplement dated September 10, 2026. Full underwriting agreement is filed as Exhibit 1.1 to the 8‑K.

Why It Matters

• This was a secondary offering by existing holders, not a primary issuance by the company, so CPI Card Group will not receive proceeds and there is no direct cash benefit to the company.
• The transaction increases the number of shares available to public investors by 2,687,921 shares, which can affect trading float and market liquidity. Investors should note the change in share supply and review any related disclosures or market reactions.