04/02/2026 | Press release | Distributed by Public on 04/02/2026 15:08
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/31/2026 | A | 1,352 | (3) | (3) | Common Stock | 1,352 | $ 0 | 1,352 | D | ||||
| Restricted Stock Units | (1) | 03/31/2026 | A | 5,000 | (4) | (4) | Common Stock | 5,000 | $ 0 | 5,000 | D | ||||
| Phantom Stock | (5) | 03/31/2026 | A | 4,964 | 12/31/2028 | 12/31/2028 | Common Stock | 4,964 | $ 0 | 4,964 | D | ||||
| Restricted Stock Units | (1) | 03/31/2026 | M | 231 | (6) | (6) | Common Stock | 231 | $ 0 | 456 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Carmignani Donna Abbey C/O CPI CARD GROUP INC. 10368 WEST CENTENNIAL ROAD LITTLETON, CO 80127 |
Controller & Chief Acct. Off. | |||
| /s/ Darren Dragovich, attorney-in-fact | 04/02/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU. |
| (2) | Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of RSUs. Not an open market sale of securities. |
| (3) | 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. |
| (4) | 50% of the RSUs reported on this line vest on the first anniversary of the March 31, 2026 award date and 50% will vest on the second 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. |
| (5) | 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. |
| (6) | 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. |