Form 8-K

8-K — CPI Card Group Inc.

Accession: 0001641614-26-000101

Filed: 2026-07-01

Period: 2026-06-29

CIK: 0001641614

SIC: 2750 (COMMERCIAL PRINTING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pmts-20260629.htm (Primary)

EX-99.1 (exh991.htm)

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8-K

8-K (Primary)

Filename: pmts-20260629.htm · Sequence: 1

pmts-20260629

0001641614False00016416142026-06-292026-06-29

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 29, 2026

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)

(I.R.S. Employer

Identification No.)

CPI Card Group Inc.

10368 W. Centennial Road

Littleton,

CO 80127

(Address of principal executive offices)

(Zip Code)

(720) 681-6304

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value PMTS Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On June 29, 2026 (the “Appointment Date”), the Board of Directors (the “Board”) of CPI Card Group Inc. (the “Company”) appointed Terra Grantham as the Company’s Chief Financial Officer, effective as of the same date. Ms. Grantham has been serving as the Company’s Interim Chief Financial Officer since February 2026, and will continue to serve as the Company’s principal financial officer.

Ms. Grantham, age 55, joined the Company in 2017. Ms. Grantham has served as Senior Vice President, Enterprise Strategy and Growth, since October 2025. Prior to that, Ms. Grantham served as Senior Vice President, Financial Planning and Analysis and Strategy, where she also had responsibility for Treasury, since 2022, and as Vice President, Strategy and ESG from 2021 to 2022. Prior to 2021, Ms. Grantham served in increasingly senior roles in the Company’s finance, transformation, and strategy organizations. Before joining the Company, Ms. Grantham served in various roles at The Western Union Company and Unilever and has over 25 years of experience in senior roles in finance, strategy, and product development.

There is no arrangement or understanding between Ms. Grantham and any other person pursuant to which she was appointed as an officer of the Company. Ms. Grantham has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. In addition, she is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.

In connection with Ms. Grantham’s appointment as the Company’s Chief Financial Officer, the Compensation Committee of the Board approved the following compensation: (i) annual base salary of $450,000 effective as of the Appointment Date, (ii) target annual short-term incentive opportunity for 2026 of $275,000, and (iii) target annual long-term incentive opportunity of $400,000. In addition, the Compensation Committee of the Board approved a one-time restricted stock unit award to Ms. Grantham with a grant date value of $300,000 granted on June 30, 2026 that is eligible to vest in equal annual installments over a three-year period beginning on the first anniversary of the grant date, generally subject to Ms. Grantham’s continued service through such date.

Item 7.01 Regulation FD Disclosure.

On July 1, 2026, the Company issued a press release announcing the appointment of Ms. Grantham as Chief Financial Officer of the Company. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1*.

*The information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are included herewith:

Exhibit Description

99.1*

Press Release dated July 1, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CPI CARD GROUP INC.

Dated: July 1, 2026 By: /s/ Darren Dragovich

Name: Darren Dragovich

Title: Chief Legal and Compliance Officer

EX-99.1

Filename: exh991.htm · Sequence: 2

Document

Exhibit 99.1

CPI Names Terra Grantham as Chief Financial Officer

July 1, 2026, DENVER, Colo., CPITM (NASDAQ: PMTS) (or the “Company”), a payments technology leader providing a comprehensive range of physical and digital payment solutions, today announced the appointment of Terra Grantham as Chief Financial Officer, effective immediately. After successfully serving as Interim Chief Financial Officer since February of this year, Grantham has been named to the position permanently.

Grantham is an accomplished finance and strategy executive with more than two decades of experience leading financial planning and analysis and strategic growth initiatives. Since joining CPI in 2017, she has held key leadership roles, most recently as Senior Vice President of Enterprise Strategy and Growth, where she helped drive the Company's evolution into a digitally enabled payments company through initiatives spanning enterprise transformation, strategic planning, capital allocation, and mergers and acquisitions that strengthened operating performance and enhanced shareholder value.

"Terra's appointment reflects the strength of our leadership team and the significant impact she has had on CPI's growth over the past nine years," said John Lowe, President and Chief Executive Officer of CPI. "She brings a unique combination of financial and strategic leadership. Terra has been a driver of CPI’s growth as a payment technology leader and will continue to help shape our strategy, guide capital allocation decisions, and partner with business leaders on enterprise-wide transformation initiatives, including our ongoing efforts to expand and diversify our digital business.”

“Her experience makes her exceptionally well suited to lead our finance organization and serve as a key partner to me, our Board, the executive team, and our external stakeholders," Lowe added.

"I am honored to be appointed Chief Financial Officer and grateful for the confidence that John, the Board, and our leadership team have placed in me," said Terra Grantham. “We have an exceptional team, a strong market position, and significant opportunities ahead as we execute our strategy to grow and diversify our end-to-end payment credential solutions, both physical and digital, for a broad range of financial institutions.”

“I am excited to help drive the next phase of operational and financial performance with strong financial and capital discipline to support sustainable, profitable growth and expand long-term value for our shareholders,” Grantham added.

Grantham holds a Bachelor of Arts degree in Economics from Grinnell College and an MBA from the University of Michigan. Prior to joining CPI, she held leadership positions at Western Union and Unilever.

About CPI Card Group Inc.

CPI Card Group (NASDAQ: PMTS) is a payments technology company that is integral to the payments ecosystem. CPI’s connections, people, and solutions enable payments for a broad and expanding customer base including thousands of U.S. financial institutions, processors, fintechs, prepaid program managers and more, and these customers count on us to deliver what's next. We continue to transform alongside the market, and for decades have invested in building deep connections and flexible solutions for our customers. Our proprietary platform and expertise uniquely position CPI to deliver today, tomorrow, and into the future as the market expands and payment methods evolve. Learn more at www.cpicardgroup.com.

CPI Investor Relations

Davis Barker, Head of Investor Relations & Corporate Development

(877) 369-9016

InvestorRelations@cpicardgroup.com

CPI Media Relations

(404) 791-8245

Media@cpicardgroup.com

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