CPI Card Group Inc.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 16:06

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Grantham Terra Lee
2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2026
3. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [PMTS]
(Last) (First) (Middle)
10368 WEST CENTENNIAL ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim Chief Financial Off.
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
LITTLETON, CO 80127
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 14,664 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 09/25/2027 Common Stock 2,475 $5.25 D
Stock Option (Right to Buy) (3) 09/21/2028 Common Stock 2,354 $29.62 D
Stock Option (Right to Buy) (4) 03/31/2030 Common Stock 217 $45.01 D
Stock Option (Right to Buy) (5) 05/31/2030 Common Stock 368 $26.61 D
Stock Option (Right to Buy) (6) 08/31/2030 Common Stock 469 $20.67 D
Stock Option (Right to Buy) (7) 11/30/2030 Common Stock 546 $17.79 D
Restricted Stock Units (8) (8) Common Stock 808 (1) D
Restricted Stock Units (9) (9) Common Stock 594 (1) D
Restricted Stock Units (10) (10) Common Stock 514 (1) D
Restricted Stock Units (11) (11) Common Stock 506 (1) D
Restricted Stock Units (12) (12) Common Stock 884 (1) D
Restricted Stock Units (13) (13) Common Stock 1,148 (1) D
Restricted Stock Units (14) (14) Common Stock 1,605 (1) D
Restricted Stock Units (15) (15) Common Stock 1,917 (1) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Grantham Terra Lee
10368 WEST CENTENNIAL ROAD
LITTLETON, CO 80127
Interim Chief Financial Off.

Signatures

Darren Dragovich, attorney-in-fact 03/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This option vested in three substantially equal annual installments beginning on September 25, 2018.
(3) This option vested in two equal annual installments beginning on September 21, 2022.
(4) This option vested in two equal annual installments beginning on March 31, 2024.
(5) This option vested in two equal annual installments beginning on May 31, 2024.
(6) This option vested in two equal annual installments beginning on August 31, 2024.
(7) This option vested in two equal annual installments beginning on November 30, 2024.
(8) This line reports RSUs awarded on March 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.
(9) This line reports RSUs awarded on May 31, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.
(10) This line reports RSUs awarded on August 30, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.
(11) This line reports RSUs awarded on November 29, 2024, of which 33.4% vested on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.
(12) This line reports RSUs awarded on March 29, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.
(13) This line reports RSUs awarded on May 30, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.
(14) This line reports RSUs awarded on August 29, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.
(15) This line reports RSUs awarded on November 25, 2025, of which 33.4% will vest on the first anniversary of the award date, 33.3% will vest on the second anniversary of the award date, and the remaining 33.3% will vest 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.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney. This Form 3 is being filed late due to unanticipated delays in receiving the Reporting Person's EDGAR codes.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
CPI Card Group Inc. published this content on March 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 04, 2026 at 22:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]