8-K - PMTS - Equibles

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 4, 2025

CPI CARD GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware<br><br>(State or other jurisdiction<br>of incorporation)	001-37584<br><br>(Commission File Number)	26-0344657<br><br>(I.R.S. Employer<br>Identification No.)

	CPI Card Group Inc. 10368 W Centennial Road,<br><br>Littleton , CO<br><br>(Address of principal executive offices)	80127<br><br>(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 1.01 Entry into a Material Definitive Agreement.

On December 4, 2025, CPI Card Group Inc.’s (the “Company’s) significant stockholders Tricor Pacific Capital Partners (Fund IV), Limited Partnership and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership (together, the “Tricor Funds”), affiliated with Parallel49 Equity, ULC, collectively sold approximately 1.9 million shares of the Company’s common stock (the “Common Stock”) to a wholly-owned affiliate of Tricor Pacific Capital Inc., Tricor PMT25 Holdings Inc. (the “Tricor Family Office”) in a privately negotiated transaction (the “Share Transfer”).

In connection with the Share Transfer, the Company entered into a director nomination agreement (the “Director Nomination Agreement”) with the Tricor Family Office. The Director Nomination Agreement provides the Tricor Family Office the right to nominate individuals for election to the Company’s board of directors (the “Board”) for so long as the Tricor Family Office beneficially owns 10% or more of the total number of shares of the Common Stock then outstanding. The number of directors that the Tricor Family Office is entitled to nominate under the Director Nomination Agreement is based on the percentage of the outstanding Common Stock over which the Tricor Family Office and the Tricor Funds collectively have direct voting control in relation to the total number of directors then serving on the Board, limited by the greater of the number of directors that the Tricor Funds are then entitled to nominate or have serving on the Board pursuant to the Director Nomination Rights Agreement dated October 15, 2015 between the Tricor Funds and the Company.

The foregoing is only a summary of the material terms of the Director Nomination Agreement and does not purport to be complete, and is qualified in its entirety by reference to the Director Nomination Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On December 5, 2025, the Company issued a press release announcing the Share Transfer.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it 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.

Exhibit		Description
10.1		Director Nomination Agreement dated December 4, 2025, by and between CPI Card Group Inc. and the Tricor Family Office.<br><br>
99.1		Press release issued by the Company on December 5, 2025.<br><br>
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: December 5, 2025	By:	/s/ Darren Dragovich
	Name:	Darren Dragovich
	Title:	Chief Legal and Compliance Officer

Exhibit 10.1

Director Nomination Agreement

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2025 (the “Effective Date”) by and among CPI Card Group Inc., a Delaware corporation (the “Company”) and Tricor PMT25 Holdings Inc., a British Columbia corporation, (the “Investor”).

WHEREAS, as of the date hereof, the Investor has acquired (the “Transaction”) approximately 17% of the Company’s common stock, par value $0.001 per share (the “Common Stock”) from Tricor Pacific Capital Partners (Fund IV), Limited Partnership, a British Columbia limited partnership (“Tricor Canada”), and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership, a Delaware limited partnership (“Tricor US” and, together with Tricor Canada, the “Tricor Funds”) ;

WHEREAS, this Agreement shall become effective (the “Effective Date”) upon the closing of the Transaction;

WHEREAS, the Tricor Funds and the Company are parties to that certain Director Nomination Agreement dated October 15, 2015 (the “Tricor Nomination Rights Agreement); and

WHEREAS, the Company has agreed to permit the Investor to designate persons for nomination for election to the board of directors of the Company (the “Board”) following the Effective Date on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties to this Agreement agrees as follows:

1.Board Nomination Rights.

(a)From the Effective Date until the date that the Investor ceases to Beneficially Own shares of Common Stock representing at least 10% of the total voting power of the then outstanding Common Stock, at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, the Investor shall have the right to nominate for appointment or election to the Board, as applicable, such number of representatives (the “Investor Nominees”) equal to: (a) the product of (i) the percentage of the outstanding shares of Common Stock over which the Investor and the Tricor Funds collectively have direct voting control, multiplied by (ii) the total number of directors then serving on the Board, the product of which shall be rounded up in all cases to the nearest whole number of directors; minus (b) the greater of (i) the number of directors that the Tricor Funds are then entitled to nominate pursuant to the Tricor Nomination Rights Agreement and (ii) the number of Tricor Fund nominees then serving on the Board; provided, that if the result of the foregoing calculation is less than zero, the Investor shall not be entitled to nominate any directors pursuant to this Agreement.

“Beneficially Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company. No reduction in the number of shares of Common Stock over which the Investor retains voting control shall shorten the term of any incumbent director.

(b)For so long as the Investor Beneficially Owns (as defined herein) at least 10% of the outstanding Common Stock, and in the event that any Investor Nominee shall cease to serve for any reason, the Investor shall be entitled to nominate such person’s successor in accordance with this Agreement.

(c)The Investor will submit all Investor Nominees nominated under Section 1(a) or 1(b) above to the Chair of the Board’s Nominating and Governance Committee (the “NGC”). The NGC and the Board will review each Investor Nominee under the qualifications, expertise, business experience, skills, and other criteria, including under applicable law and the rules of any securities exchange on which the Company’s securities are then listed, as deemed appropriate by the Board. Based on such review, the Board may accept or reject each Investor Nominee in its reasonable discretion subject to its fiduciary duties. If an Investor Nominee is not accepted by the Board, or is otherwise not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, the Investor shall be entitled to designate promptly another nominee for evaluation by the NCG and Board in accordance with this Section and the director position for which the original Investor Nominee was nominated shall not be filled pending such designation.

(d)The Company shall use its best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to the Investor and the Company’s Fourth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws (each as may be further amended, supplemented or waived in accordance with its terms) shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law.

2.Company Obligations. The Company agrees to ensure that prior to the date that the Investor ceases to collectively Beneficially Own shares of Common Stock representing at least 10% of the total voting power of the then outstanding Common Stock, (i) each approved Investor Nominee is included in the Board’s slate of nominees to the stockholders for each election of directors; and (ii) each approved Investor Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board.

3.Committees. For so long as the Investor and the Tricor Funds collectively Beneficially Own (as defined herein) at least 10% of the outstanding Common Stock, the Board will take all necessary action to appoint at least one individual designated by either the Investor or the Tricor Funds to each committee of the Board then in existence and as deemed appropriate by the Board in its reasonable discretion subject to its fiduciary duties, and provided that such individual is a director who is eligible to serve on the applicable committee under applicable law, the rules of any securities exchange on which the Company’s securities are then listed, and proxy advisory firm standards.

4.Amendment and Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company and the Investor, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5.Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding the foregoing, neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that the Investor may assign this Agreement to Tricor Pacific Capital Inc., a British Columbia corporation, or any of its wholly-owned subsidiaries or successors who acquires the Investor’s Beneficial Ownership in the Common Stock, upon written notice to, but without the prior written consent of, the Company.

6.Headings. Headings are for ease of reference only and shall not form a part of this Agreement.

7Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of Delaware without giving effect to the principles of conflicts of laws thereof.

8.Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at the address referred to in Section 15, together with written notice of such service to such party, shall be deemed effective service of process upon such party. 3

9.WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10.Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral among the parties with respect to the subject matter hereof.

11.Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when each party shall have received a counterpart hereof signed by each of the other parties. An executed copy or counterpart hereof delivered by facsimile shall be deemed an original instrument.

12.Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

13.Further Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

14.Specific Performance. Each of the parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court located in the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity.

15.Notices . All notices, requests and other communications to any party or to the Company shall be in writing (including telecopy or similar writing) and shall be given,

If to the Company:

CPI Card Group Inc. 10368 West Centennial Road Littleton, Colorado 80127 Attention: Chief Financial Officer

With a copy to (which shall not constitute notice):

Freshfields US LLP 3 World Trade Center, 175 Greenwich Street 51^st^ Floor New York, NY 10007 Attention: Pamela Marcogliese, Jacqueline Marino

If to the Investor or any Investor Nominee:

Tricor PMT25 Holdings Inc.

401 West Georgia Street, Suite 1858

Vancouver, BC V6B 5A1

Attention: Shawn Lewis, Director

With a copy to (which shall not constitute notice):

Bryan & Company LLP

10180 101 Street Northwest, 2900 Manulife Place

Edmonton, AB T5J 3V5

Attention: Rob Bruggeman

or to such other address or telecopier number as such party or the Company may hereafter specify for the purpose by notice to the other parties and the Company. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 15 during regular business hours.

16Enforcement. Each of the parties hereto covenant and agree that the disinterested members of the Board have the right to enforce, waive or take any other action with respect to this Agreement on behalf of the Company.* * * * * 5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

	CPI CARD GROUP INC.

	By:	/s/ John Lowe
	Name:	John Lowe
	Title:	Chief Executive Officer


	TRICOR PMT25 HOLDINGS INC.

	By:	/s/ Shawn Lewis
	Name:	Shawn Lewis
	Title:	Director

[Signature Page to Director Nomination Agreement]

Exhibit 99.1

CPI Card Group Inc. Announces Investments by its Chairman and Tricor Pacific Capital

Date: December 5, 2025

Littleton, CO — (BUSINESS WIRE) -- CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company and leading provider of payment cards and related digital solutions, today announced that Tricor Pacific Capital Inc. (the “Tricor Family Office”) has purchased 1.9 million shares of CPI common stock and H. Sanford (Sandy) Riley, Chairman of the Board of CPI, has purchased 0.2 million shares of CPI common stock from the Company’s significant stockholder, Parallel49 Equity, ULC (“Parallel49”), in privately negotiated transactions.

Following these transactions, Parallel49’s ownership position in CPI common stock has been reduced from 4.8 million shares (approximately 42% of shares outstanding) to 2.7 million shares (approximately 24% of shares outstanding). Parallel49 originally invested in CPI in 2007 and retained ownership of nearly 60% of outstanding shares following CPI’s IPO in 2015.

The Tricor Family Office has been an indirect investor in CPI for nearly 20 years through an investment in the Parallel49 funds. In October 2024, the Tricor Family Office initiated a direct position in CPI common stock with a purchase of 0.25 million shares in a secondary offering of CPI shares enacted by Parallel49. Following today’s announced transaction, the Tricor Family Office increased its direct ownership of CPI common stock to 2.2 million shares, or nearly 20% of shares outstanding.

“We are excited to materially increase our investment in CPI, as we believe the company provides significant opportunities and a promising growth trajectory,” said Rod Senft, Chairman of the Tricor Family Office. “This investment strengthens our commitment to CPI and its leadership team and underscores our confidence in the company’s strategy. We look forward to supporting CPI for years to come to ensure governance continuity and strong alignment to drive shareholder value.”

Sandy Riley, Chairman of the Board of CPI, said “We are delighted to have Rod Senft and the Tricor Family Office’s expanded commitment to support the execution of CPI’s strategy. My increased personal investment also demonstrates my continued confidence in CPI’s future prospects.”

“We are extremely pleased to have the support of Rod Senft and the Tricor Family Office and our Chairman, Sandy Riley, as we execute our strategy to grow and diversify the business, including through digital solutions expansion,” said John Lowe, President and CEO of CPI. “We believe this transaction will support our shareholders, as the purchase of these shares by committed investors helps provide greater clarity on our long-term ownership structure.”

Pursuant to the transactions, CPI’s Board of Directors has approved the grant of share registration and director nomination rights to the Tricor Family Office. The Tricor Family Office and H. Sanford Riley have also entered into lock-up agreements with the Company, restricting the sale or disposal of shares acquired in this transaction for a one-year period from the date of the agreement.

About CPI Card Group Inc.

CPI Card Group is a payments technology company providing a comprehensive range of payment cards and related digital solutions. With a focus on building personal relationships and earning trust, we help our customers navigate the constantly evolving world of payments, while delivering innovative solutions that spark connections and support their brands. We serve clients across industry, size, and scale through our team of experienced, dedicated employees, our network of technology and card service providers, and our high-security production facilities, all located in the United States. CPI is committed to exceeding our customers’ expectations, transforming our industry, and enhancing the way people pay every day. Learn more at www.cpicardgroup.com.

About Tricor Pacific Capital ****

Tricor Pacific Capital is a Vancouver-based, family-owned investment firm that partners for the long term with well managed, enduring businesses. With over 30 years of experience and more than 100 private company investments, Tricor provides its own capital and operating expertise to help companies grow while preserving their legacy and values.

Forward-Looking Statements

Certain statements and information in this release (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 Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “estimate,” “project,” “expect,” “anticipate,” “affirm,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” “committed,” “attempt,” “aim,” “target,” “objective,” “guides,” “seek,” “focus,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These statements include those related to CPI’s partnership with Tricor and the Tricor Family Office; expectations for CPI’s long-term opportunities and growth; anticipated benefits of the Tricor Family Office’s and Chairman’s investments; and expectations regarding expansion into digital solutions. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us and other information currently available. Such forward-looking statements, because they relate to future events, are by their very nature subject to many important risks and uncertainties that could cause actual results or other events to differ materially from those contemplated, including risks that

are described in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 4, 2025, in Part II, Item 1A, Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 7, 2025, and our other reports filed from time to time with the Securities and Exchange Commission (the “SEC”).

We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Contacts:

CPI Card Group Inc. Investor Relations:

(877) 369-9016

InvestorRelations@cpicardgroup.com