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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CPI Card Group Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number |
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| August 8, 2025 |
Form of 2025 Executive Short-Term Incentive Plan. Exhibit 10.1 CPI CARD GROUP INC. 2025 EXECUTIVE SHORT-TERM INCENTIVE PLAN 1.Purpose. This CPI Card Group Inc. (the “Company”) Executive Short-Term Incentive Plan (the “Plan”) is designed to align the interests of the Company and eligible key employees of the Company Group, as defined herein. 2.Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan effective as of |
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| August 8, 2025 |
CPI Card Group Inc. Reports Second Quarter 2025 Results Exhibit 99.1 CPI Card Group Inc. Reports Second Quarter 2025 Results Date: August 8, 2025 Net Sales Increased 9%, or 15% Excluding a One-time, Non-cash Impact from Accounting Change, Driven by Strong Arroweye Performance and Debit and Credit Growth Net Income Decreased, Impacted by Acquisition Costs and Restructuring Charges; Adjusted EBITDA Increased 2025 Net Sales Outlook Increased; Adjusted EBI |
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| August 8, 2025 |
Exhibit 99.2 Second Quarter 2025 Investor Presentation August 8, 2025 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 19 |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| July 7, 2025 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***]. Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of July 2, 2025, by and among CPI |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-0 |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CPI Card Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10368 West Centennial Road, Littleton, CO (Address of principal executive offic |
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| May 30, 2025 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF CPI CARD GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2024 Date: May 30, 2025 This Conflict Minerals Report for CPI Card Group Inc. (“CPI,” “Company,” “we,” “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1 to December 31, 2024. Conflict Minerals are defined by the |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-0 |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-03 |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended March 31, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Numbe |
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| May 7, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CPI CG INC., as Parent APOLLO MERGER SUBSIDIARY, INC., as Merger Sub, ARROWEYE SOLUTIONS, INC., as Company, and WT REPRESENTATIVE LLC, as Holder Representative May 6, 2025 1 TABLE OF CONTENTS Page Article I. CERTAIN DEFINITIONS; CONSTRUCTION 2 1.1 Certain Definitions 2 1.2 Additional Terms 14 1.3 Certain Matters of Constructio |
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| May 7, 2025 |
CPI Card Group Inc. Reports First Quarter 2025 Results Exhibit 99.2 CPI Card Group Inc. Reports First Quarter 2025 Results Date: May 7, 2025 Net Sales Increased 10%; Net Income Decreased 12%; Adjusted EBITDA Decreased 8% Debit and Credit Net Sales Increased 10%; Prepaid Debit Net Sales Increased 10% Net Sales and Adjusted EBITDA Outlook for 2025 Affirmed CPI Announces Acquisition of Arroweye Solutions, Inc. Littleton, CO. May 7, 2025 - CPI Card Group |
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| May 7, 2025 |
Exhibit 99.3 First Quarter 2025 Investor Presentation May 7, 2025 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, |
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| May 7, 2025 |
CPI Card Group Inc. Announces Acquisition of Arroweye Solutions, Inc. Exhibit 99.1 CPI Card Group Inc. Announces Acquisition of Arroweye Solutions, Inc. Date: May 7, 2025 Acquisition Aligns with CPI’s Strategy to Grow and Diversify by Adding Arroweye’s Digitally-driven On-demand Payment Card Solutions to CPI’s Portfolio Littleton, CO. May 7, 2025 - CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company providing a comprehensive ra |
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| April 8, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 4, 2025 |
Exhibit 10.26 TRANSITION AND SEPARATION AGREEMENT THIS TRANSITION AND SEPARATION AGREEMENT (“Agreement”) is entered into between Sarah Kilgore (“Employee”) and CPI Card Group Inc. (“Employer”) (collectively, “the Parties”). A.WHEREAS, Employee has been employed by Employer as a Chief Legal and Compliance Officer and Corporate Secretary. B.WHEREAS, Employee and Employer wish to amicably end the emp |
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| March 4, 2025 |
Exhibit 99.2 Fourth Quarter 2024 Investor Presentation March 4, 2025 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 199 |
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| March 4, 2025 |
CPI Card Group Inc. Reports Fourth Quarter and Full Year 2024 Results Exhibit 99.1 CPI Card Group Inc. Reports Fourth Quarter and Full Year 2024 Results Date: March 4, 2025 Fourth Quarter Net Sales Increased 22% to $125 Million; Net Income Increased 148% to $7 Million; Adjusted EBITDA Increased 10% to $22 Million Full Year Net Sales Increased 8% to $481 Million; Prepaid Debit Net Sales Increased 26% and Exceeded $100 Million Outlook for 2025 Projects Mid-to-high Sin |
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| March 4, 2025 |
Insider Trading Policy of CPI Card Group, Inc. Exhibit 19.1 CPI CARD GROUP INC. INSIDER TRADING POLICY CPI Card Group Inc. (the “Company”) and its Board of Directors have adopted this Insider Trading Policy (this “Policy”) both to satisfy our obligation to help prevent insider trading and to help you avoid the severe consequences associated with violations of insider trading laws. This Policy is also intended to prevent even the appearance of |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26- |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001 |
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| March 4, 2025 |
Form of 2024 Executive Short-Term Incentive Plan. Exhibit 10.14 CPI CARD GROUP INC. 2024 EXECUTIVE SHORT-TERM INCENTIVE PLAN Purpose. This CPI Card Group Inc. (the “Company”) Executive Short-Term Incentive Plan (the “Plan”) is designed to align the interests of the Company and eligible key employees of the Company Group, as defined herein. Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan effective as of J |
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| March 4, 2025 |
Form of Performance-Based Award Agreement under the CPI Card Group Inc. Omnibus Incentive Plan. Exhibit 10.13 CPI CARD GROUP INC. amended and restated Omnibus Incentive Plan PERFORMANCE-Based AWARD GRANT NOTICE CPI Card Group Inc. (the “Company”) hereby awards to Participant the Performance-Based Award set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Performance-Based Award Grant Notice (the “Notice”), the attached Performance-Based |
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| March 4, 2025 |
List of Subsidiaries of the Company. Exhibit 21.1 List of CPI Card Group Inc. Subsidiaries Name of Subsidiary Jurisdiction of Incorporation CPI Card Group Inc. Delaware, USA CPI CG Inc. Delaware, USA CPI Holding Co. Colorado, USA CPI Card Group – Colorado, Inc. Colorado, USA CPI Card Group – Tennessee, Inc. Tennessee, USA CPI Card Group – Minnesota, Inc. Delaware, USA CPI Card Group – Indiana, Inc. Indiana, USA CPI Card Group Interna |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| December 13, 2024 |
Fourth Amended and Restated Bylaws, as adopted on December 10, 2024. Exhibit 3.1 FOURTH AMENDED AND RESTATED BY-LAWS OF CPI CARD GROUP INC. A DELAWARE CORPORATION (hereinafter called the “Corporation”) Article I Offices Section 1.1Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation’s registered agent at such address |
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| November 12, 2024 |
PMTS / CPI Card Group Inc. / Parallel49 Equity, Ulc - SC 13G/A Passive Investment SC 13G/A 1 d885485dsc13ga.htm SC 13G/A CUSIP No. 12634H 20 0 Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CPI Card Group Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 12634H 20 0 (CUSIP Number) September 30, 2024 (Date of Event Whi |
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| November 8, 2024 |
Calculation of Filing Fee Table. EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 (Form Type) CPI CARD GROUP INC. |
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| November 8, 2024 |
As filed with the Securities and Exchange Commission on November 8, 2024 As filed with the Securities and Exchange Commission on November 8, 2024 Registration No. |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| November 5, 2024 |
CPI Card Group Inc. Reports Third Quarter 2024 Results Exhibit 99.1 CPI Card Group Inc. Reports Third Quarter 2024 Results Date: November 5, 2024 Net Sales Increased 18% to $125 Million and Full Year Sales Outlook Increased Growth Across Portfolio, Led by Strong Sales of Debit and Credit Cards Net Income Decreased 66% to $1 Million, Impacted by Debt Refinancing Costs; Adjusted EBITDA Increased 18% to $25 Million Full Year Adjusted EBITDA and Free Cash |
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| November 5, 2024 |
Exhibit 99.2 Third Quarter 2024 Investor Presentation November 5, 2024 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1 |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended September 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File N |
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| October 2, 2024 |
Exhibit 1.1 CPI CARD GROUP INC. Common Stock, par value $0.001 per share Underwriting Agreement September 30, 2024 D.A. Davidson & Co. As representative of the several Underwriters named in Schedule I hereto, 8 Third Street North Great Falls, MT 59401 Ladies and Gentlemen: Tricor Pacific Capital Partners (Fund IV), Limited Partnership and Tricor Pacific Capital Partners (Fund IV) US, Limited Partn |
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| October 2, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number |
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| October 1, 2024 |
1,200,000 Shares CPI Card Group Inc. COMMON STOCK TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-259511 PROSPECTUS SUPPLEMENT (to Prospectus dated September 22, 2021) 1,200,000 Shares CPI Card Group Inc. COMMON STOCK The selling stockholders identified in this prospectus supplement are offering 1,200,000 shares of our common stock. We will not receive any proceeds from the sale of shares held by the selling st |
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| September 30, 2024 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2024 TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended June 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number |
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| August 5, 2024 |
Exhibit 99.2 Second Quarter 2024 Investor Presentation August 5, 2024 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 19 |
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| August 5, 2024 |
CPI Card Group Inc. Reports Second Quarter 2024 Results Exhibit 99.1 CPI Card Group Inc. Reports Second Quarter 2024 Results Date: August 5, 2024 Net Sales Increased 3% to $119 Million; Net Income Decreased 8% to $6 Million; Adjusted EBITDA Decreased 6% to $22 Million Debit and Credit and Prepaid Debit Segments Each Deliver Growth; Card Sales Trends Continue to Improve Company Increases Full Year Net Sales Outlook to Mid-single Digit Growth Littleton, |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| July 11, 2024 |
Exhibit 4.1 CPI CG INC., as the Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 10.000% Senior Secured Notes due 2029 INDENTURE Dated as of July 11, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 55 SECTION 1.3. |
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| July 11, 2024 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of July 11, 2024 among CPI CARD GROUP INC., as Parent CPI CG INC. and such additional Borrowers from time to time party hereto, as Borrowers, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Agent TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 71 1.3 Code 71 1.4 Construction 71 1.5 T |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or other jurisdiction of incorporation) (Commission File |
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| July 11, 2024 |
Exhibit 99.1 CPI Card Group Inc. Announces Closing of Private Offering of $285 Million of Senior Secured Notes and Entry into New $75 Million ABL Revolver Littleton, CO. July 11, 2024 — CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”) today announced the closing of the previously announced private offering by its wholly-owned subsidiary, CPI CG Inc. (the “issuer”), of $285 million aggre |
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| July 11, 2024 |
Exhibit 10.2 Execution Version GUARANTY AND SECURITY AGREEMENT This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of July 11, 2024, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors |
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| June 27, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26- |
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| June 27, 2024 |
CPI Card Group Inc. Announces Pricing of Private Offering of $285 Million of Senior Secured Notes Exhibit 99.1 CPI Card Group Inc. Announces Pricing of Private Offering of $285 Million of Senior Secured Notes Littleton, CO. June 26, 2024 — CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”) today announced the pricing of the previously announced private offering by its wholly-owned subsidiary, CPI CG Inc. (the “issuer”), of $285 million aggregate principal amount of its 10.000% senior |
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| June 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26- |
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| June 24, 2024 |
CPI Card Group Inc. Announces Proposed Private Offering of $285 Million of Senior Secured Notes Exhibit 99.1 CPI Card Group Inc. Announces Proposed Private Offering of $285 Million of Senior Secured Notes Littleton, CO. June 24, 2024 — CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”) today announced the commencement of a private offering by its wholly-owned subsidiary, CPI CG Inc. (the “issuer”), of $285 million aggregate principal amount of senior secured notes due 2029 (the “not |
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| May 31, 2024 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF CPI CARD GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2023 Date: May 31, 2024 This Conflict Minerals Report for CPI Card Group Inc. (“CPI,” “Company,” “we,” “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1 to December 31, 2023. Conflict Minerals are defined by the |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CPI Card Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10368 West Centennial Road, Littleton, CO (Address of principal executive offic |
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| May 24, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-0 |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-03 |
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| May 7, 2024 |
Exhibit 99.2 First Quarter 2024 Investor Presentation May 7, 2024 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended March 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Numbe |
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| May 7, 2024 |
CPI Card Group Inc. Reports First Quarter 2024 Results Exhibit 99.1 CPI Card Group Inc. Reports First Quarter 2024 Results Date: May 7, 2024 Net Sales Decreased 7% to $112 Million; Net Income Decreased 50% to $5 Million; Adjusted EBITDA Decreased 8% to $23 Million Net Sales, Net Income, and Adjusted EBITDA Increased from Fourth Quarter Levels Company Continues to Anticipate Gradual Market Recovery in 2024; Affirms Full Year Net Sales and Adjusted EBIT |
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| April 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi |
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| March 15, 2024 |
Exhibit 99.1 STOCK REPURCHASE AGREEMENT DATED AS OF MARCH 11, 2024 BY AND AMONG TRICOR PACIFIC CAPITAL PARTNERS (FUND IV) US, LP and CPI CARD GROUP INC. STOCK REPURCHASE AGREEMENT, dated as of March 11, 2024 (this “Agreement”), by and between Tricor Pacific Capital Partners (Fund IV) US, LP, a Delaware limited partnership (“Parallel49”) and CPI Card Group Inc., a Delaware corporation (“CPI”). W I |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| March 15, 2024 |
Exhibit 99.2 CPI Card Group Announces Additional Stock Purchase Agreement with Majority Shareholder Parallel49 Equity ULC Agreement for the second quarter follows expected completion of initial agreement on March 31, 2024 Littleton, CO – March 15, 2024 - CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company and leading provider of credit, debit, and prepaid car |
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| March 7, 2024 |
List of Subsidiaries of the Company. Exhibit 21.1 List of CPI Card Group Inc. Subsidiaries Name of Subsidiary Jurisdiction of Incorporation CPI Card Group Inc. Delaware, USA CPI CG Inc. Delaware, USA CPI Holding Co. Colorado, USA CPI Card Group – Colorado, Inc. Colorado, USA CPI Card Group – Tennessee, Inc. Tennessee, USA CPI Card Group – Minnesota, Inc. Delaware, USA CPI Card Group – Indiana, Inc. Indiana, USA CPI Card Group Interna |
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| March 7, 2024 |
Amended and Restated Clawback Policy of CPI Card Group Inc. Exhibit 97.1 CPI CARD GROUP INC. AMENDED AND RESTATED CLAWBACK POLICY Introduction The board of directors (the “Board”) of CPI Card Group Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for- performance compensation philosophy. The C |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26- |
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| March 7, 2024 |
Form of Restricted Stock Unit Agreement by and between CPI Card Group Inc. and John Lowe. Exhibit 10.32 DocuSign Envelope ID: 3AE37E6C-2981-49EE-A851-FE63E7902B6A EXECUTION VERSION CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of the Grant/Award Date set forth on the Notice hereto (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (th |
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| March 7, 2024 |
Form of Performance Stock Unit Agreement by and between CPI Card Group Inc. and John Lowe. Exhibit 10.33 EXECUTION VERSION CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of the Grant/Award Date set forth on the Notice hereto (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and the p |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents fPrint- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 7, 2024 |
Exhibit 99.2 Fourth Quarter 2023 Investor Presentation March 7, 2024 CPI Confidential and Proprietary | Not for distribution 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meanin |
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| March 7, 2024 |
Employment Agreement, dated January 25, 2024 by and between CPI Card Group Inc. and John Lowe. Exhibit 10.21 EXECUTION VERSION EMPLOYMENT AND NON-COMPETITION AGREEMENT THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is effective as of January 24, 2024 (the “Effective Date”), by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and John Lowe, an individual (the “Employee”). RECITALS A.The Company and its Affiliates as they may exist from time to time |
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| March 7, 2024 |
CPI Card Group Inc. Reports Fourth Quarter and Full Year 2023 Results Exhibit 99.1 CPI Card Group Inc. Reports Fourth Quarter and Full Year 2023 Results Date: March 7, 2024 Fourth Quarter Sales Affected by Cautious Customer Spending as Expected; Fourth Quarter Net Sales Decreased 19%; Net Income Decreased 78%; Adjusted EBITDA Decreased 27% Full Year Net Sales Decreased 7% to $445 Million; Net Income Decreased 34% to $24 Million; Adjusted EBITDA Decreased 8% to $89 M |
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| March 7, 2024 |
CPI Card Group Inc. Omnibus Incentive Plan, as amended and restated effective January 30, 2024. Exhibit 10.6 CPI CARD GROUP INC. OMNIBUS INCENTIVE PLAN (as amended and restated effective January 30, 2024) Section 1. General. The name of the Plan is the CPI Card Group Inc. Omnibus Incentive Plan, as amended and restated (the “Plan”). The Plan intends to: (i) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s |
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| January 25, 2024 |
CPI Card Group Names John Lowe President and Chief Executive Officer Exhibit 99.1 CPI Card Group Names John Lowe President and Chief Executive Officer Littleton, CO – January 25, 2024 - CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced John Lowe has been named its new President and Chief Executive Officer and appointed to the Company’s Board of Direc |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☑ Definitive Information Statement CPI CARD GROUP INC. (Name of Re |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☑ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CPI CARD GROUP INC. (Name of Re |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| December 7, 2023 |
Exhibit 99.1 STOCK REPURCHASE AGREEMENT DATED AS OF DECEMBER 6, 2023 BY AND AMONG TRICOR PACIFIC CAPITAL PARTNERS (FUND IV) US, LP and CPI CARD GROUP INC. STOCK REPURCHASE AGREEMENT, dated as of December 6, 2023 (this “Agreement”), by and between Tricor Pacific Capital Partners (Fund IV) US, LP, a Delaware limited partnership (“Parallel49”) and CPI Card Group Inc., a Delaware corporation (“CPI”). |
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| December 7, 2023 |
CPI Card Group Announces Share Purchase Agreement with Majority Shareholder Parallel49 Equity ULC Exhibit 99.2 CPI Card Group Announces Share Purchase Agreement with Majority Shareholder Parallel49 Equity ULC Littleton, CO – December 7, 2023 - CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced that it has entered into an agreement to purchase shares of the Company’s common stock |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended September 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File N |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| November 7, 2023 |
CPI Card Group Announces Appointment of Ravi Mallela to its Board of Directors Exhibit 99.2 CPI Card Group Announces Appointment of Ravi Mallela to its Board of Directors Littleton, CO – November 7, 2023 - CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced that Ravi Mallela has been appointed to its Board of Directors as an independent member, effective Novembe |
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| November 7, 2023 |
Exhibit 99.3 Third Quarter 2023 Investor Presentation November 7, 2023 Cautionary Statements 2 Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1 |
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| November 7, 2023 |
CPI Card Group Inc. Reports Third Quarter 2023 Results Exhibit 99.1 CPI Card Group Inc. Reports Third Quarter 2023 Results Date: November 7, 2023 Third Quarter Net Sales Decreased 15% to $106 Million; Net Income Decreased 68% to $4 Million; Adjusted EBITDA Decreased 25% to $21 Million First Nine Months Net Sales Decreased 2%; Net Income Decreased 12%; Adjusted EBITDA Decreased 1% Company Updates 2023 Outlook; Announces $20 Million Share Repurchase Aut |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| August 8, 2023 |
Exhibit 99.2 Second Quarter 2023 Investor Presentation August 8, 2023 Cautionary Statements 2 Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 19 |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended June 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number |
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| August 8, 2023 |
CPI Card Group Inc. Reports Second Quarter 2023 Results Exhibit 99.1 CPI Card Group Inc. Reports Second Quarter 2023 Results Date: August 8, 2023 Second Quarter Net Sales Increased 1% to $115 Million; Net Income Increased 6% to $7 Million; Adjusted EBITDA Increased 18% to $23 Million First Half Net Sales Increased 5%; Net Income Increased 43%; Adjusted EBITDA Increased 15% Company Updates 2023 Outlook Littleton, CO. August 8, 2023 - CPI Card Group Inc. |
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| June 5, 2023 |
Exhibit 99.1 CPI Card Group Announces President and CEO Scott Scheirman Intends to Retire in 2024 Board to Implement CEO Succession Plan Littleton, CO – June 5, 2023 - CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced that Scott Scheirman has informed the Board of Directors of his i |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-0 |
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| June 5, 2023 |
Exhibit 10.2 CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of , 2023 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Lane Dubin (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentiv |
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| June 5, 2023 |
Exhibit 10.1 10368 West Centennial Road Littleton, CO 80127 EXECUTION VERSION June 2, 2023 Mr. Scott Scheirman c/o CPI Card Group Inc. 10368 W. Centennial Road Littleton, CO 80127 Dear Scott: On behalf of CPI Card Group Inc. (the “Company”) and its Board of Directors (the “Board”), I want to thank you for your many years of service to the Company, during which you have demonstrated remarkable lead |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) CPI Card Group Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 12634H200 (CUSIP Number) Jeffrey M. Rose, 31 Old Wagon Road, Old Greenwich, CT 06870, 212-986-1703 (Name, Address and Telephone Number of Person Authorized |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-0 |
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| May 31, 2023 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF CPI CARD GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2022 Date: May 31, 2023 This Conflict Minerals Report for CPI Card Group Inc. (“CPI,” “Company,” “we,” “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1 to December 31, 2022. Conflict Minerals are defined by the |
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| May 31, 2023 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CPI CARD GROUP INC. CPI Card Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) does hereby certify as follows: FIRST. That the name of the Corporation is CPI Card Group Inc. The original Certificate of Incorporation of the Corporation was fi |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CPI Card Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10368 West Centennial Road, Littleton, CO (Address of principal executive offic |
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| May 9, 2023 |
Exhibit 10.3 CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Lane Dubin (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentive Plan |
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| May 9, 2023 |
CPI Card Group Inc. Reports First Quarter 2023 Results Exhibit 99.1 CPI Card Group Inc. Reports First Quarter 2023 Results Date: May 9, 2023 Net Sales Increased 8% to $121 Million; Net Income Increased 81% to $11 Million; Adjusted EBITDA Increased 11% to $25 Million Strong Sales of Contactless Cards Drive First Quarter Growth Company Affirms 2023 Outlook of Mid-Single Digit Net Sales Growth and Mid-to-High Single Digit Adjusted EBITDA Growth Company A |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-03 |
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| May 9, 2023 |
Exhibit 99.2 First Quarter 2023 Investor Presentation May 9, 2023 Cautionary Statements CPI Confidential and Proprietary | Not for distribution 2 Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning o |
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| May 9, 2023 |
Exhibit 10.1 10368 W. Centennial Road|Littleton, CO 80127|Tel: (303) 973-9311|Fax: (303) 973-8420 May 2, 2023 Jeffrey Hochstadt Greenwood Village, Colorado Dear Jeff: Thank you for your time over the past few weeks to get to know more about CPI and meeting with members of our leadership team. Through these discussions, you have impressed us with your accomplishments, expertise and your personal at |
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| May 9, 2023 |
Exhibit 10.2 CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Lane Dubin (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incenti |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Numbe |
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| April 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) CPI Card Group Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 12634H200 (CUSIP Number) Jeffrey M. Rose, 31 Old Wagon Road, Old Greenwich, CT 06870, 212-986-1703 (Name, Address and Telephone Number of Person Authorized |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26- |
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| March 8, 2023 |
List of Subsidiaries of the Company. Exhibit 21.1 List of CPI Card Group Inc. Subsidiaries Name of Subsidiary Jurisdiction of Incorporation CPI Card Group Inc. Delaware, USA CPI CG Inc. Delaware, USA CPI Holding Co. Colorado, USA CPI Card Group – Colorado, Inc. Colorado, USA CPI Card Group – Tennessee, Inc. Tennessee, USA CPI Card Group – Minnesota, Inc. Delaware, USA CPI Card Group – Indiana, Inc. Indiana, USA CPI Card Group Interna |
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| March 8, 2023 |
CPI Card Group Inc. Reports Fourth Quarter and Full Year 2022 Results Exhibit 99.1 CPI Card Group Inc. Reports Fourth Quarter and Full Year 2022 Results Date: March 8, 2023 Fifth Consecutive Year of Strong Sales Growth; Full Year Net Sales Increased 27% to $476 Million; Net Income Increased 129% to $37 Million; Adjusted EBITDA Increased 28% to $98 Million Fourth Quarter Net Sales Increased 36% to $126 Million; Net Income Increased 1,754% to $12 Million; Adjusted EBI |
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| March 8, 2023 |
Exhibit 99.2 Investor Presentation Fourth Quarter 2022 March 8, 2023 2 Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents Print- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 8, 2023 |
Exhibit10.26 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of December 13, 2022 (the “Effective Date”), by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Lane Dubin, an individual (the “Employee”). RECITALS A.The Company and its Affiliates as they may exist from time to time are engaged in the business of manufacturing, personalizi |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CPI Card Group Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 12634H200 (CUSIP Number) Jeffrey M. Rose, 31 Old Wagon Road, Old Greenwich, CT 06870, 212-986-1703 (Name, Address and Telephone Number of Person Authorized |
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| December 28, 2022 |
Steamboat Capital Partners, LLC Exhibit 99.2 Steamboat Capital Partners, LLC December 28, 2022 Steamboat Capital Letter to the Board of Directors of CPI Card Group Inc. CPI Card Group Inc. 10368 West Centennial Road, Littleton, Colorado 80127 Thomas Furey, Director Robert Pearce, Director Nicholas Peters, Director Scott Scheirman, Director, President and Chief Executive Officer Bradley Seaman, Chairman of the Board Marc Sheinbau |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CPI Card Group Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 12634H200 (CUSIP Number) Jeffrey M. Rose, 31 Old Wagon Road, Old Greenwich, CT 06870, 212-986-1703 (Name, Address and Telephone Number of Person Authorized |
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| December 16, 2022 |
PMTS / CPI Card Group Inc / Steamboat Capital Partners, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) CPI Card Group Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 12634H200 (CUSIP Number) Jeffrey M. Rose, 31 Old Wagon Road, Old Greenwich, CT 06870, 212-986-1703 (Name, Address and Telephone Number of Person Authorized t |
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| December 16, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended the undersigned hereby agree that the statement on Schedule 13D filed herewith (and any amendments thereto), relating to the Common Stock, par value $0.001 per share (the “Shares”), of CPI Card Group Inc, a Delaware corporation, is being filed jointly with the Securiti |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| December 13, 2022 |
Exhibit 99.1 CPI Card Group Announces Organizational Changes Lane Dubin Promoted to New Role of Chief Development and Digital Officer; John Lowe Promoted to Lead End-to-End Payment Solutions; Peggy O’Leary Promoted to Lead Prepaid Solutions Littleton, CO – December 13, 2022 - CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payment technology company and leading provider of credit, d |
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| November 3, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number |
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| November 3, 2022 |
Exhibit 99.2 Investor Presentation Third Quarter 2022 November 3, 2022 The Contactless Indicator mark, consisting of four graduating arcs, is a trademark owned by and used with permission of EMVCo, LLC. 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to |
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| November 3, 2022 |
? Exhibit 10.1 Execution Copy AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Amendment?) is made as of October , 2022, by and among CPI CARD GROUP INC., a Delaware corporation (?Parent?), CPI CG Inc., a Delaware corporation (?CPI CG? and, together with those additional entities that become parties to the Credit Agreement are referred to hereinafter each individ |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 3, 2022 |
CPI Card Group Inc. Reports Third Quarter 2022 Results Exhibit 99.1 CPI Card Group Inc. Reports Third Quarter 2022 Results Date: November 3, 2022 ? Net Sales Increased 25% to $125 Million; Net Income Increased 80% to $12 Million; Adjusted EBITDA Increased 32% to $28 Million Strong Sales Growth Across Portfolio and Improved Margins Drove Third Quarter Results Company Increases 2022 Outlook for Net Sales and Adjusted EBITDA ? Littleton, CO. November 3, |
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| August 8, 2022 |
Exhibit 99.2 Investor Presentation Second Quarter 2022 August 8 , 2022 The Contactless Indicator mark, consisting of four graduating arcs, is a trademark owned by and used with permission of EMVCo, LLC. 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended June 30, 2022. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Numbe |
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| August 8, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| August 8, 2022 |
CPI Card Group Inc. Reports Second Quarter 2022 Results Exhibit 99.1 CPI Card Group Inc. Reports Second Quarter 2022 Results Date: August 8, 2022 ? Net Sales Increased 22% to $113 Million; Net Income Decreased 1% to $6 Million; Adjusted EBITDA Increased 2% to $20 Million Strong Demand for Eco-focused Cards and SaaS-based Instant Issuance Solutions Drove Second Quarter Sales Growth Company Increases 2022 Outlook for Net Sales and Adjusted EBITDA ? Littl |
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| May 31, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CPI Card Group Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 001-37584 26-0344657 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) ? 10368 West Centennial Road, Littleton, CO (Address of princip |
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| May 31, 2022 |
Exhibit 1.01 ? CONFLICT MINERALS REPORT OF CPI CARD GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2021 ? Date: May 31, 2022 ? This Conflict Minerals Report for CPI Card Group Inc. (?CPI,? ?Company,? ?we,? ?our?) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (?Rule 13p-1?) for the reporting period from January 1 to December 31, 2021. ? Conflict Minerals are define |
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| May 26, 2022 |
Submission of Matters to a Vote of Security Holders ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 5, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26- |
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| May 5, 2022 |
Exhibit 99.2 Investor Presentation First Quarter 2022 May 5 , 2022 The Contactless Indicator mark, consisting of four graduating arcs, is a trademark owned by and used with permission of EMVCo, LLC. 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time |
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| May 5, 2022 |
? Exhibit 10.1 CPI CARD GROUP INC. EXECUTIVE SHORT-TERM INCENTIVE PLAN 1.Purpose. This CPI Card Group Inc. (the ?Company?) Executive Short-Term Incentive Plan (the ?Plan?) is designed to align the interests of the Company and eligible key employees of the Company Group, as defined herein. 2.Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan effective as of Jan |
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| May 5, 2022 |
? Exhibit 10.2 CPI CARD GROUP INC. EMPLOYEE SHORT-TERM INCENTIVE PLAN 1.Purpose. This CPI Card Group Inc. (the ?Company?) Employee Short-Term Incentive Plan (the ?Plan?) is designed to align the interests of the Company and eligible key employees of the Company Group, as defined herein. 2.Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan effective as of Janua |
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| May 5, 2022 |
CPI Card Group Inc. Reports First Quarter 2022 Results Exhibit 99.1 CPI Card Group Inc. Reports First Quarter 2022 Results Date: May 5, 2022 ? Net Sales Increased 25% to $111.4 Million; Net Income Increased 149% to $6.0 Million; Adjusted EBITDA Increased 2% to $22.5 Million Innovative Eco-focused Card and SaaS-based Instant Issuance Solutions Drive First Quarter Sales Growth Company Continues to Experience Strong Customer Demand; Updates 2022 Expectat |
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| April 13, 2022 |
DEFA14A 1 tmb-20220413xdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 13, 2022 |
Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| March 8, 2022 |
Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CPI CARD GROUP INC. A DELAWARE CORPORATION CPI Card Group Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: 1.The original name of the Corporation was ?CPI Holdings I, Inc.? The original Certificate of Incorporation of the Corporation was fil |
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| March 8, 2022 |
CPI Card Group Inc. Reports Fourth Quarter and Full Year 2021 Results Exhibit 99.1 CPI Card Group Inc. Reports Fourth Quarter and Full Year 2021 Results Date: March 8, 2022 ? Fourth Consecutive Year of Strong Sales Growth; Full Year Net Sales Increased 20% to $375.1 Million; Net Income of $15.9 Million Decreased 1% due to Income Tax Benefits in Prior Year and Debt Refinancing Costs; Adjusted EBITDA Increased 33% to $76.4 Million Fourth Quarter Net Sales Increased 11 |
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| March 8, 2022 |
EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 CPI Card Group Inc. (?CPI,? ?we,? ?our,? or ?us?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the terms of our capital stock is based up |
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| March 8, 2022 |
List of Subsidiaries of the Company. Exhibit 21.1 List of CPI Card Group Inc. Subsidiaries ? ? ? Name of Subsidiary ? Jurisdiction of Incorporation CPI Card Group Inc. ? Delaware, USA CPI CG Inc. (formerly CPI Acquisition, Inc.) ? Delaware, USA CPI Holding Co. ? Colorado, USA CPI Card Group ? Colorado, Inc. ? Colorado, USA CPI Card Group ? Tennessee, Inc. ? Tennessee, USA CPI Card Group ? Minnesota, Inc. ? Delaware, USA CPI Card Grou |
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| March 8, 2022 |
? Exhibit 3.2 THIRD AMENDED AND RESTATED BY-LAWS OF CPI CARD GROUP INC. A DELAWARE CORPORATION (hereinafter called the ?Corporation?) ARTICLE I Offices Section 1.1Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation?s registered agent at such address |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 8, 2022 |
Exhibit 99.2 Investor Presentation Fourth Quarter 2021 March 8 , 2022 The Contactless Indicator mark, consisting of four graduating arcs, is a trademark owned by and used with permission of EMVCo, LLC. 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to t |
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| March 8, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 2 |
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| March 8, 2022 |
? Exhibit 10.29 ? Execution AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this ?Amendment?) is made as of March 3, 2022, by and among CPI CARD GROUP INC., a Delaware corporation (?Parent?), CPI CG Inc., a Delaware corporation (?CPI CG? and, together with those additional entities that become parties to the Credit Agreement are referred to hereinafter each individual |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2022 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| November 5, 2021 |
Exhibit 99.2 Investor Presentation Third Quarter 2021 November 5, 2021 2 Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of th |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 5, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number |
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| November 5, 2021 |
? Exhibit 10.1 ? CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this ?Agreement?) is made effective as of September 21, 2021 (the ?Grant Date?) by and between CPI Card Group Inc., a Delaware corporation (the ?Company?), and the undersigned (the ?Participant?), pursuant to the CPI Card Group Inc. Amended |
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| November 5, 2021 |
Exhibit 10.3 ? CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS This RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?) is made effective as of September 21, 2021 (the ?Grant Date?) by and between CPI Card Group Inc., a Delaware corporation (the ?Company?), and the undersigned (the ?Participant?), pursuant to the CPI Card Gr |
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| November 5, 2021 |
Exhibit 10.5 October 1, 2021 ? John Lowe 7603 E 8th Pl Denver, CO 80230 ? Dear John, We are pleased to offer you the position of SVP & General Manager Secure Card, with an effective date of October 5, 2021. In this role, you will continue to report to me. Your salaried rate in this position will be $16,153.85 per pay period which if annualized equals $420,000 per year. Your next merit eligibility |
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| November 5, 2021 |
? Exhibit 10.2 ? CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?) is made effective as of September 21, 2021 (the ?Grant Date?) by and between CPI Card Group Inc., a Delaware corporation (the ?Company?), and the undersigned (the ?Participant?), pursuant to the CPI Card Group Inc. Amended and Rest |
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| November 5, 2021 |
CPI Card Group Inc. Reports Third Quarter 2021 Results Exhibit 99.1 CPI Card Group Inc. Reports Third Quarter 2021 Results Date: November 5, 2021 Net Sales Increased 20% to $99.6 Million Net Income Increased 14% to $6.6 Million; Adjusted EBITDA Increased 23% to $21.5 Million Strong Growth Across Portfolio ? Littleton, CO. November 5, 2021 - CPI Card Group Inc. (Nasdaq: PMTS) (?CPI? or the ?Company?), a payment technology company and leading provider o |
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| November 5, 2021 |
Exhibit 10.4 ? 10368 W. Centennial Road | Littleton, CO 80127 | Tel: (303) 973-9311 | Fax: (303) 973-8420 ? October 1, 2021 ? Amintore Schenkel Denver, Colorado ? Dear Amintore: ? Thank you for your time over the past few weeks to get to know more about CPI and meeting with members of our leadership team. Through these discussions, you have impressed us with your accomplishments, expertise and you |
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| October 18, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ? Preliminary Information Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? Definitive Information Statement ? CPI CARD GROUP INC.? ? |
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| October 6, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ? Preliminary Information Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? Definitive Information Statement ? CPI CARD GROUP INC.? ? |
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| October 6, 2021 |
CPI Card Group Inc. Announces Leadership Transition; Amintore Schenkel Appointed CFO Exhibit 99.1 CPI Card Group Inc. Announces Leadership Transition; Amintore Schenkel Appointed CFO October 5, 2021 LITTLETON, Colo.-(BUSINESS WIRE)- CPI Card Group Inc. (Nasdaq: PMTS) (?CPI? or the ?Company?), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced that Amintore Schenkel has joined the Company as Chief Financial Officer. Prior to le |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 2 |
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| September 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number |
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| September 20, 2021 |
CPI Card Group Inc. 10368 W. Centennial Road Littleton, CO 80127 September 20, 2021 CPI Card Group Inc. 10368 W. Centennial Road Littleton, CO 80127 September 20, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: John Stickel Re: Registration Statement on Form S-3 (Registration No. 333-259511) Ladies and Gentlemen: Reference is made to the above-captioned Registration Statement initi |
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| September 14, 2021 |
Exhibit 4.3 CERTIFICATE OF AMENDMENT OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CPI CARD GROUP INC. CPI Card Group Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?) does hereby certify as follows: FIRST. That the name of the Corporation is CPI Card Group Inc. The original Certificate of Incorporation of CPI Card Group Inc. was |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| August 13, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 2 |
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| August 13, 2021 |
CPI Card Group Voluntarily De-Listing from Toronto Stock Exchange Exhibit 99.1 CPI Card Group Voluntarily De-Listing from Toronto Stock Exchange August 13, 2021 LITTLETON, Colo.-(BUSINESS WIRE)- CPI Card Group Inc. (Nasdaq: PMTS; TSX: PMTS) (?CPI? or the ?Company?), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced that it has provided written notice to the Toronto Stock Exchange (the ?TSX?) regarding the v |
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| August 12, 2021 |
Exhibit 99.2 Investor Presentation Second Quarter and First Half 2021 August 12, 2021 2 Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995, Se |
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| August 12, 2021 |
As filed with the Securities and Exchange Commission on August 12, 2021. As filed with the Securities and Exchange Commission on August 12, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 26-0344657 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Em |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 12, 2021 |
CPI Card Group Inc. Reports Second Quarter and First Half 2021 Results ? CPI Card Group Inc. Reports Second Quarter and First Half 2021 Results Date: August 12, 2021 Q2 Net Sales of $93.2 Million, Up 31% Year-Over-Year ? Q2 Net Income of $6.2 Million, Up 387% Year-Over-Year ? Q2 Adjusted EBITDA of $19.3 Million, Up 91% Year-Over-Year New Customer Additions Contribute to Strong Growth Stock Begins Trading on Nasdaq ? Littleton, CO. August 12, 2021 - CPI Card Group Inc |
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| August 12, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or other jurisdiction of incorporation) (Commission File |
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| August 4, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or other jurisdiction of incorporation) (Commission File |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 26-0344657 (I.R.S. Employer Identification No.) CP |
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| August 4, 2021 |
CPI Card Group’s Common Stock to Trade on Nasdaq Exhibit 99.1 CPI Card Group?s Common Stock to Trade on Nasdaq August 4, 2021 LITTLETON, Colo.-(BUSINESS WIRE)- CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (?CPI? or the ?Company?), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced that The Nasdaq Stock Market LLC (?Nasdaq?) has approved CPI?s application for the listing of CPI?s common stock |
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| May 28, 2021 |
Exhibit 10.1 CPI CARD GROUP INC. OMNIBUS INCENTIVE PLAN (as amended and restated effective May 27, 2021) Section 1.??????????????General. The name of the Plan is the CPI Card Group Inc. Omnibus Incentive Plan, as amended and restated (the ?Plan?). The Plan intends to: (i) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the |
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| May 28, 2021 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF CPI CARD GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2020 Date: May 28, 2021 This Conflict Minerals Report for CPI Card Group Inc. (?CPI,? ?Company,? ?we,? ?our?) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (?Rule 13p-1?) for the reporting period from January 1 to December 31, 2020. Conflict Minerals are defined by the |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-0 |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CPI Card Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10368 West Centennial Road, Littleton, CO (Address of principal executive offic |
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| May 11, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 11, 2021 |
CPI Card Group Inc. Reports First Quarter 2021 Results ? CPI Card Group Inc. Reports First Quarter 2021 Results Date: May 11, 2021 Net Sales Up 20% and Diluted EPS of $0.21 per share, Up 37% Year Over Year ? Net Income of $2.4 Million, Up 37% Year Over Year ? Adjusted EBITDA of $22.1 Million, Up 78% Year Over Year Debt Maturities Extended Approximately Five Years Cash of $25 Million and $34 Million available under the ABL Revolver at Quarter End ? Lit |
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| May 11, 2021 |
Exhibit 99.2 Investor Commentary First Quarter 2021 May 11, 2021 Table of Contents Vision and Strategic Priorities 2 Strategic Update 3 First Quarter 2021 Financial Highlights 4 Segment Performance 6 Balance Sheet, Liquidity and Cash Flow 8 Summary 10 Appendix Cautionary Statement on Forward-Looking Statements 11 Reconciliation of Non-GAAP Financial Measures 12 Supplemental Financial Measures 15 1 |
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| May 11, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive P |
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| April 13, 2021 |
our Definitive Proxy Statement on Schedule 14A filed on April 13, 2021 Table of Contents F ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 16, 2021 |
Exhibit 99.1 CPI Card Group Inc. Announces Closing of Private Offering of $310 Million of Senior Secured Notes and Entry into $50 Million ABL Revolver Littleton, CO. March 15, 2021 ? CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (?CPI? or the ?Company?) today announced the closing of the previously announced private offering by its wholly-owned subsidiary, CPI CG Inc. (the ?issuer?), of $310 millio |
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| March 16, 2021 |
Exhibit 10.1 [Execution] CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, CPI CARD GROUP INC., as Parent and CPI CG Inc. and such additional Borrowers from time to time party hereto, as Borrowers Dated as of March 15, 2021 Table of Contents Page 1. DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Term |
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| March 16, 2021 |
Exhibit 10.2 [EXECUTION] GUARANTY AND SECURITY AGREEMENT This GUARANTY AND SECURITY AGREEMENT (this ?Agreement?), dated as of March 15, 2021, by and among the Persons listed on the signature pages hereof as ?Grantors? and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a ?Grantor? and collectively, the ?Grantors?), a |
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| March 16, 2021 |
Exhibit 4.1 CPI CG Inc., as the Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 8.625% Senior Secured Notes due 2026 INDENTURE Dated as of March 15, 2021 Article I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions 1 Section 1.2. Other Definitions 40 Section 1.3. UCC 42 Section 1.4. Rules of Construct |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or other jurisdiction of incorporation) (Commission File |
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| March 2, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or other jurisdiction of incorporation) (Commission File |
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| March 2, 2021 |
CPI Card Group Inc. Announces Pricing of Private Offering of $310 Million of Senior Secured Notes Exhibit 99.1 CPI Card Group Inc. Announces Pricing of Private Offering of $310 Million of Senior Secured Notes Littleton, CO. March 1, 2021 — CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (“CPI” or the “Company”) today announced the pricing of the previously announced private offering by its wholly-owned subsidiary, CPI CG Inc. (the “issuer”), of $310 million aggregate principal amount of its 8.625 |
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| February 25, 2021 |
Exhibit 99.2 Investor Commentary Fourth Quarter and Full Year 2020 February 25, 2021 Table of Contents COVID-19 Update 2 Vision and Strategic Priorities 3 U.S. Payment Solutions Market Overview 4 Business Overview and Update 7 Fourth Quarter and Full Year 2020 Highlights 9 Fourth Quarter and Full Year Financial Review 10 Segment Performance 13 Balance Sheet, Liquidity and Cash Flow 15 Summary 17 A |
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| February 25, 2021 |
CPI Card Group Inc. Reports Fourth Quarter and Full Year 2020 Results CPI Card Group Inc. Reports Fourth Quarter and Full Year 2020 Results Date: February 25, 2021 Strong Net Sales Growth, Significantly Improved Bottom-Line Performance Net Sales Up 16% and 12% Year Over Year in the Fourth Quarter and Full Year, Respectively Net Income of $7.3 Million and $16.1 Million, Improving 404% and 415% in the Fourth Quarter and Full Year, Respectively Adjusted EBITDA of $17.5 |
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| February 25, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Numbe |
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| February 25, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 25, 2021 |
List of Subsidiaries of the Company. Exhibit 21.1 List of CPI Card Group Inc. Subsidiaries ? ? ? Name of Subsidiary ? Jurisdiction of Incorporation CPI Card Group Inc. ? Delaware, USA CPI CG Inc. (formerly CPI Acquisition, Inc.) ? Delaware, USA CPI Holding Co. ? Colorado, USA CPI Card Group ? Colorado, Inc. ? Colorado, USA CPI Card Group ? Tennessee, Inc. ? Tennessee, USA CPI Card Group ? Minnesota, Inc. ? Delaware, USA CPI Card Grou |
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| February 25, 2021 |
Description of Registrant’s Securities. EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 CPI Card Group Inc. (?CPI,? ?we,? ?our,? or ?us?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the terms of our capital stock is based up |
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| February 25, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or other jurisdiction of incorporation) (Commission F |
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| February 25, 2021 |
CPI Card Group Inc. Announces Proposed Private Offering of $310 Million of Senior Secured Notes Exhibit 99.1 CPI Card Group Inc. Announces Proposed Private Offering of $310 Million of Senior Secured Notes Littleton, CO. February 25, 2021 — CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (“CPI” or the “Company”) today announced the commencement of a private offering by its wholly-owned subsidiary, CPI CG Inc. (the “issuer”), of $310 million aggregate principal amount of senior secured notes due |
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| January 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2021 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| November 3, 2020 |
Exhibit 10.1 CPI Card Group Inc. 2021 Executive Retention Agreement Personal and Confidential October 2, 2020 Re: Retention Bonus Dear [Executive]: On behalf of CPI Card Group Inc. and its subsidiaries (or their respective successors) (collectively, the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this lett |
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| November 3, 2020 |
EX-10.3 4 pmts-20200930ex103fcabcb.htm EX-10.3 Exhibit 10.3 CPI CARD GROUP INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of October 2, 2020 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and [Executive] (the “Participant”), pursuant to the CPI Card Group Inc. O |
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| November 3, 2020 |
Exhibit 10.4 CPI CARD GROUP INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of October 2, 2020 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Scott Scheirman (the “Participant”), pursuant to the CPI Card Group Inc. Omnibus Incentive Plan, as in effect and as |
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| November 3, 2020 |
Exhibit 99.2 Investor Commentary Third Quarter and First Nine Months 2020 November 3, 2020 Table of Contents COVID-19 Update 2 Vision and Strategic Priorities 3 Strategic Update 4 Third Quarter and First Nine Months Financial Review 5 Segment Performance 8 Balance Sheet, Liquidity and Cash Flow 10 Summary 12 Appendix Cautionary Statement on Forward-Looking Statements 13 Reconciliations of Non-GAAP |
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| November 3, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ⌧ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended September 30, 2020. or ◻ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File |
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| November 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) |
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| November 3, 2020 |
CPI Card Group Inc. Reports Third Quarter and Year-to-Date 2020 Results CPI Card Group Inc. Reports Third Quarter and Year-to-Date 2020 Results Date: November 3, 2020 Net Sales of $82.7 Million, Up 15% and 11% Year-over-Year in the Third Quarter and First Nine Months Net Income of $5.8 Million, Up 984% and 425% Year-over-Year in the Third Quarter and First Nine Months Adjusted EBITDA of $17.5 Million, Up 43% and 39% Year-over-Year in the Third Quarter and First Nine M |
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| November 3, 2020 |
Exhibit 10.2 CPI Card Group Inc. 2021 Executive Retention Agreement Personal and Confidential October 2, 2020 Re: Retention Bonus Dear Scott Scheirman: On behalf of CPI Card Group Inc. and its subsidiaries (or their respective successors) (collectively, the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this |
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| October 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 2 |
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| September 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number |
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| September 16, 2020 |
CPI Card Group Inc. Appoints Jorg Schneewind to Board of Directors EX-99.1 2 tm2030941d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CPI Card Group Inc. Appoints Jorg Schneewind to Board of Directors Date: September 15, 2020 Littleton, Colo. September 15, 2020 — CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (“CPI”), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced the addition of Jorg Schneewind to its Board of Dire |
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| August 5, 2020 |
CPI Card Group Inc. Reports Second Quarter and First Half 2020 Results Exhibit 99.1 CPI Card Group Inc. Reports Second Quarter and First Half 2020 Results Date: August 5, 2020 Net Sales of $71.4 Million, Up 7% and 9% Year-over-Year in Second Quarter and First Half Net Income of $0.1 Million, Down 93% Second Quarter Year-over-Year, and Up 265% in First Half Adjusted EBITDA of $10.1 Million, Up 19% and 36% Year-over-Year in Second Quarter and First Half Cash of $54 Mil |
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| August 5, 2020 |
Exhibit 99.2 Investor Commentary Second Quarter and First Half 2020 August 5, 2020 Table of Contents COVID-19 Update 2 Vision and Strategic Priorities 3 Strategic Update 4 Second Quarter and First Half 2020 Financial Review 6 Segment Performance 9 Balance Sheet, Liquidity and Cash Flow 11 Summary 13 Appendix Cautionary Statement on Forward-Looking Statements 14 Reconciliation of Non-GAAP Financial |
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| August 5, 2020 |
Exhibit 10.1 AMENDMENT TO CREDIT AGREEMENT July 10, 2020 This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the date hereof, is made by and among CPI CG INC., a Delaware corporation (the “Borrower”), CPI CARD GROUP INC., a Delaware corporation (“Holdings”), the other Loan Parties, the Lenders party hereto (the “Consenting Lenders”), GLAS USA LLC, as administrative agent for the len |
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| August 5, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ⌧ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended June 30, 2020. or ◻ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Numbe |
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| August 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| May 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CPI Card Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10026 West San Juan Way, Littleton, CO (Address of principal executive offices) |
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| May 29, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-0 |
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| May 29, 2020 |
CONFLICT MINERALS REPORT OF CPI CARD GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2019 Exhibit 1.01 CONFLICT MINERALS REPORT OF CPI CARD GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2019 Date: May 29, 2020 This Conflict Minerals Report for CPI Card Group Inc. (“CPI,” “Company,” “we,” “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1 to December 31, 2019. Conflict Minerals are defined by the |
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| May 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 8, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26-03 |
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| May 8, 2020 |
CPI Card Group Inc. Announces Change to Virtual Annual Meeting of Stockholders Exhibit 99.1 CPI Card Group Inc. Announces Change to Virtual Annual Meeting of Stockholders Date: May 8, 2020 Littleton, CO., May 8, 2020 - CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (“CPI Card Group” or the “Company”) today announced that the location of its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) has been changed. Due to the ongoing public health impact of the COVID-19 pande |
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| May 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001‑37584 (Commission File Number) 26‑03 |
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| May 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarterly Period Ended March 31, 2020. or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number |
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| May 6, 2020 |
Exhibit 10.3 Execution Version SUPER SENIOR CREDIT AGREEMENT dated as of March 6, 2020 among CPI CARD GROUP INC. as Holdings, CPI ACQUISITION, INC., as the Borrower, The Lenders from time to time party hereto, and GUGGENHEIM CREDIT SERVICES, LLC, as Administrative Agent and Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Defined Terms 1 Section 1.02 Classification of Loans an |
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| May 6, 2020 |
Exhibit 10.2 Execution Version INTERCREDITOR AGREEMENT dated as of March 6, 2020 among GUGGENHEIM CREDIT SERVICES, LLC, as Super Senior Credit Agreement Collateral Agent, GLAS AMERICAS LLC, as Initial First Lien Collateral Agent, and Each additional REPRESENTATIVE from time to time party hereto, and acknowledged and agreed by CPI ACQUISITION, INC., as the Borrower, and CPI CARD GROUP INC., as Hold |
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| May 6, 2020 |
Exhibit 99.2 Investor Commentary First Quarter 2020 May 6, 2020 Table of Contents COVID-19 Update 2 Vision and Strategic Priorities 3 Strategic Update 4 First Quarter 2020 Financial Highlights 6 Segment Performance 8 Balance Sheet, Liquidity and Cash Flow 10 COVID-19 Business Trends and Market Outlook 12 Summary 13 Appendix Cautionary Statement on Forward-Looking Statements 14 Reconciliation of No |
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| May 6, 2020 |
Exhibit 10.1 EXECUTION VERSION FIRST LIEN AMENDING AGREEMENT This FIRST LIEN AMENDING AGREEMENT, dated as of March 6, 2020 (this “Amendment”), is entered into among CPI ACQUISITION, INC., a Delaware corporation (the “Borrower”), CPI CARD GROUP INC., a Delaware corporation (“Holdings”), the other Loan Parties, the Lenders party hereto (the “Consenting Lenders”), and , GLAS USA LLC, as administrativ |
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| May 6, 2020 |
CPI Card Group Inc. Reports First Quarter 2020 Results Exhibit 99.1 CPI Card Group Inc. Reports First Quarter 2020 Results Date: May 6, 2020 Net Sales Up 11% Year Over Year Net Income from Continuing Operations of $2.4 Million, an Improvement of 179% Year Over Year Adjusted EBITDA of $12.4 Million Up 55% Year Over Year Cash of $46.9 Million at Quarter End Littleton, CO. May 6, 2020 - CPI Card Group Inc. (OTCQX: PMTS; TSX: PMTS) (“CPI Card Group” or th |
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| April 13, 2020 |
TSX:PNT / CPI Card Group Inc DEF 14A - - DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi |
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| April 13, 2020 |
TSX:PNT / CPI Card Group Inc DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26 |
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| March 13, 2020 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37584 (Commission File Number) 26- |
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| March 9, 2020 |
CPI Card Group Inc. Reports Fourth Quarter and Full Year 2019 Results Exhibit 99.1 CPI Card Group Inc. Reports Fourth Quarter and Full Year 2019 Results Date: March 9, 2020 Strong Net Sales Growth, Significantly Improved Bottom-Line Performance Fourth Quarter Net Sales Up 6% Year Over Year, 9% Excluding Canada Full Year Net Sales Up 9%, 12% Excluding Canada Continuing Operations - GAAP Net Loss Improves to $2.1 Million and $4.3 Million in the Fourth Quarter and Full |
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| March 9, 2020 |
Exhibit 99.2 Copyright 2020 CPI Card Group Fourth Quarter and Full Year 2019 Earnings Conference Call March 9, 2020 Copyright 2020 CPI Card Group Safe Harbor Forward-Looking Statements: Certain statements and information in this presentation (as well as information included in our accompanying written or oral statements) may constitute “forward-looking statements” within the meaning of the Private |
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| March 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001‑37584 (Commission File Number) 26‑ |
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| March 6, 2020 |
List of Subsidiaries of the Company. Exhibit 21.1 List of CPI Card Group Inc. Subsidiaries Name of Subsidiary Jurisdiction of Incorporation CPI Card Group Inc. Delaware, USA CPI Acquisition, Inc. Delaware, USA CPI Holding Co. Colorado, USA CPI Card Group – Colorado, Inc. Colorado, USA CPI Card Group – Tennessee, Inc. (formerly EFT Source, Inc.) Tennessee, USA CPI Card Group – Minnesota, Inc. Delaware, USA CPI Card Group – Indiana, In |
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| March 6, 2020 |
Description of Registrant’s Securities. EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 CPI Card Group Inc. (“CPI,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the terms of our capital stock is based up |
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| March 6, 2020 |
TSX:PNT / CPI Card Group Inc 10-K - Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001 |
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| January 17, 2020 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2020 CPI CARD GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-37584 26-0344657 (State or other jurisdiction of incorporation or organization) (Commission |
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| January 10, 2020 |
UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE Exhibit 99.1 UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE GERHARD HECKERMANN, derivatively on behalf of CPI CARD GROUP, INC., Case No.: 1:17-cv-01673-CFC Plaintiff, vs. STEVEN MONTROSS, DAVID BRUSH, NOTICE OF SETTLEMENT JERRY DREILING, DIANE FULTON, DAVID PEARCE, ROBERT PEARCE, NICHOLAS PETERS, DAVID ROWNTREE, BRADLEY SEAMAN, TRICOR PACIFIC CAPITAL PARTNERS (FUND IV), LIMITED PARTNERSHIP, TRI |
