CPI Card Group Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
PMTS$24.52+5.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
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The following documents are filed as part of this Form 10-K.
- Financial Statements filed as a part of this document under Item 8.
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statements of Stockholders’ Deficit
Notes to Consolidated Financial Statements
- Financial Statement Schedule
All financial statement schedules have been omitted because they are not required, not applicable, or the required information is included in the financial statements or notes thereto included in this Annual Report on Form 10-K.
- Exhibits
| | | Exhibit Description |
| 2.1 | | Agreement and Plan of Merger dated May 6, 2025, by and among CPI CG Inc., Apollo Merger Subsidiary, Inc., Arroweye Solutions, Inc., and WT Representative LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed May 7, 2025). |
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| 3.1 | | Fourth Amended and Restated Certificate of Incorporation of CPI Card Group Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 8, 2022). |
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| 3.1.1 | | Amendment to Certificate of Incorporation of CPI Card Group Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 31, 2023). |
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| 3.2 | | Fourth Amended and Restated Bylaws of CPI Card Group Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed December 13, 2024). |
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| 4.1 | | Form of Stock Certificate (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-206218)). |
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| 4.2* | | Description of Registrant’s Securities. |
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| 4.3 | | Indenture, dated as of July 11, 2024, by and among CPI CG Inc., as issuer, CPI Card Group Inc., as a guarantor, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed July 11, 2024). |
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| 4.4 | | Form of 10.000% Senior Secured Notes due 2029 (included as Exhibit A to the Indenture included herewith as Exhibit 4.3). |
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| 10.1 | | Guaranty and Security Agreement, dated as of July 11, 2024, among CPI Card Group Inc. and certain of its subsidiaries from time to time party thereto and JPMorgan Chase Bank N.A., as collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed July 11, 2024). |
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| 10.2 | | Credit Agreement, dated as of July 11, 2024, among CPI Card Group Inc., CPI CG Inc., the lenders from time to time party thereto and JPMorgan Chase Bank N.A., as administrative agent and collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed July 11, 2024). |
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| 10.3 | | Amendment No. 1 to Credit Agreement, by and among CPI Card Group Inc., CPI CG Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 7, 2025). |
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| 10.4 | | Registration Rights Agreement by and between CPI Card Group Inc. and Parallel49 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 21, 2015). |
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| 10.5* | | Registration Rights Agreement Joinder, dated December 4, 2025, by and between CPI Card Group Inc. and the Tricor Family Office. |
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| 10.6 | | Director Nomination Agreement by and between CPI Card Group Inc. and Parallel49 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 21, 2015). |
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| 10.7 | | Director Nomination Agreement by and between CPI Card Group Inc. and the Tricor Family Office (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 5, 2025). |
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| 10.8 | | Form of Indemnification Agreement (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-206218)). |
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| 10.9** | | CPI Card Group Inc. Omnibus Incentive Plan, as amended and restated effective January 30, 2024 (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 7, 2024). |
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| 10.10** | | Form of Nonqualified Stock Option Agreement under the CPI Card Group Inc. Omnibus Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed November 8, 2017). |
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| 10.11** | | Form of Executive Restricted Stock Unit Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed November 3, 2020). |
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| 10.12** | | Form of Executive Nonqualified Stock Option Agreement under the CPI Card Group Inc. Omnibus Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed November 5, 2021). |
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| 10.13** | | Form of Executive Restricted Stock Unit Agreement under the CPI Card Group Inc. Omnibus Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed November 5, 2021). |
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| 10.14** | | Form of Director Restricted Stock Unit Agreement under the CPI Card Group Inc. Omnibus Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed November 5, 2021). |
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| 10.15** | | Nonqualified Stock Option Agreement under the CPI Card Group Inc. Omnibus Incentive Plan, dated September 25, 2017, by and between CPI Card Group Inc. and Scott Scheirman (incorporated by reference to the Company’s Current Report on Form 8-K filed September 29, 2017). |
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| 10.16*,** | | Form of Performance-Based Award Agreement under the CPI Card Group Inc. Omnibus Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 4, 2025). |
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| 10.17*,** | | Form of 2025 Executive Short-Term Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed August 8, 2025). |
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| 10.18** | | CPI Card Group Inc. U.S. Executive Severance and Change in Control Guidelines (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed August 3, 2017). |
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| 10.19** | | Offer Letter, dated May 3, 2023 by and between CPI Card Group Inc. and Jeffrey Hochstadt (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed May 9, 2023). |
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| 10.20** | | Employment Agreement, dated January 25, 2024 by and between CPI Card Group Inc. and John Lowe (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 7, 2024). |
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| 10.21** | | Form of Nonqualified Stock Option Agreement by and between CPI Card Group Inc. and Lane Dubin (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed May 9, 2023). |
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| 10.22** | | Form of Restricted Stock Unit Agreement by and between CPI Card Group Inc. and Lane Dubin (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed May 9, 2023). |
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| 10.23** | | Form of Restricted Stock Unit Agreement by and between CPI Card Group Inc. and Lane Dubin (incorporated by reference to the Company’s Current Report on Form 8-K filed June 5, 2023). |
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| 10.24** | | Form of Restricted Stock Unit Agreement by and between CPI Card Group Inc. and John Lowe (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 7, 2024). |
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| 10.25** | | Form of Performance Stock Unit Agreement by and between CPI Card Group Inc. and John Lowe (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 7, 2024). |
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| 10.26 | | Stock Repurchase Agreement, dated as of December 6, 2023, by and between Tricor Pacific Capital Partners (Fund IV) US, LP and CPI Card Group Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 7, 2023). |
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| 10.27 | | Stock Repurchase Agreement, dated as of March 11, 2024, by and between Tricor Pacific Capital Partners (Fund IV) US, LP and CPI Card Group Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 15, 2024). |
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| 19.1* | | Insider Trading Policy of CPI Card Group, Inc. |
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| 21.1* | | List of Subsidiaries of the Company. |
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| 23.1* | | Consent of Independent Registered Accounting Firm, KPMG LLP. |
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| 31.1* | | Certificate of Chief Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2* | | Certificate of Chief Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1* | | Certificate of Chief Executive Officer and Chief Financial Officer Required Under Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 97.1* | | Amended and Restated Clawback Policy of CPI Card Group Inc. |
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| 101.INS* | | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. |
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| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
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| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed or furnished herewith. |
** Management contract or compensatory plan or arrangement.
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