UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION~~STATES

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~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~~March 135, 2026

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)

26-0344657

(IRS Employer
Identification No.)

CPI Card Group Inc.
10368 W. Centennial Road

Littleton, CO

(Address of principal executive offices)

80127

(Zip Code)

Delaware(State or other jurisdictionof incorporation)	001-37584(Commission File Number)	26-0344657(I.R.S. EmployerIdentification No.)

	CPI Card Group Inc.10368 W Centennial Road,Littleton, CO(Address of principal executive offices)	80127(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 2.02 Results of Operations and Financial ConditionOn March 5, 2026, CPI Card Group Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter and full year ended December 31, 2025 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1.

Segment Realignment

Effective for the quarter ending March 31, 2026, the Company implemented a change in the structure of its reportable segments to align with its internal management reporting and operating structure and consistent with the Company’s increased strategic focus on expanding and developing additional proprietary integrated technological solutions for its customer base. This change was made to reflect the revised manner in which the Company’s Chief Operating Decision Maker manages the Company’s business, including for performance assessment and resource allocation.

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

~~(b)~~Supplemental ~~and (c)~~Information

OnIncluded ~~February~~as ~~13,~~Exhibit ~~2026, CPI Card Group Inc~~99.3 ~~(the~~to ~~“Company”)~~this ~~announced~~Current ~~that~~Report ~~the~~on ~~Company~~Form ~~and~~8-K ~~Jeffrey~~is ~~Hochstadt,~~a ~~Chief~~schedule ~~Financial Officer, agreed~~ that hepresents ~~will~~the ~~cease~~Company’s ~~serving~~updated assegment ~~Chief~~results ~~Financial~~for ~~Officer~~each ~~effective as~~ of ~~February 13, 2026. Mr. Hochstadt will continue serving~~ the ~~Company~~quarters ~~through~~in ~~June~~2025 ~~30,~~as ~~2026~~well as ~~an employee in an advisory capacity to assist~~ the ~~Company~~full inyear ~~the~~2025, ~~transition~~consistent ofwith the ~~Chief~~new ~~Financial~~reportable ~~Officer~~segment ~~role.~~structure ~~Upon~~so ~~his~~investors ~~June~~can ~~30,~~understand ~~2026 departure, Mr. Hochstadt will be eligible to receive severance payments and benefits under~~ the ~~Company’s~~effect ~~existing~~of ~~U.S. Executive Severance and Change in Control Guidelines (~~the ~~“Severance~~new ~~Guidelines”),~~segment ~~which~~structure ~~are~~on ~~described~~historical infinancial ~~the Company’s 2025 Proxy Statement~~information.

~~Also~~Item on7.01 ~~February~~Regulation ~~13,~~FD 2026, the Company announced that Terra Grantham, currently Senior Vice President, Enterprise Strategy and Growth, has been appointed as Interim Chief Financial Officer in addition to her current role, effective as of February 13, 2026.Disclosure

In connection with the issuance of the Earnings Release, the Company is holding a public conference call on March 5, 2026, during which John Lowe, President and Chief Executive Officer, and Terra Grantham, Interim Chief Financial Officer, will provide the presentation attached hereto as Exhibit 99.2. Information regarding access to the conference call and webcast is set forth in the Earnings Release.

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.

Item 8.01 Other Events

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.

The segment realignment resulted in the following new reportable segments:

As of the date of filing of this Current Report on Form 8-K, no material changes to Ms. Grantham’s existing compensation arrangements have been made in connection with her appointment as Interim Chief Financial Officer.

● Secure Card Solutions: primarily produces secure debit and credit cards and provides card personalization services for U.S. card-issuing financial institutions, including highly customizable, on-demand payment card solutions;

● Prepaid Solutions: primarily provides prepaid debit cards and secure packaging solutions and other integrated prepaid card services to prepaid program managers in the U.S.; and

● Integrated Paytech: primarily provides a SaaS-based instant issuance solution, which gives customers the ability to issue an instant personalized debit or credit card within a customer location; and other digital payment solutions such as push provisioning for mobile wallets.

Although this realignment does not impact the Company’s previously reported consolidated financial statements, for the convenience of investors and to facilitate year-over-year comparability, the Company is furnishing updated segment information under the new segment structure. The updated information reflects only reclassification of prior period segment data and does not represent a restatement of previously issued financial statements.

This change is effective beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026, which will reflect the new segment structure for both the current and comparative periods presented.

Item 9.01 Financial Statements and Exhibits

~~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.


Exhibit No.		Description
99.1*		Press release issued by the Company on March 5, 2026, announcing the fourth quarter and full year results.
99.2*		Presentation of the Company dated March 5, 2026.
99.3*		New Segment Information.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	CPI CARD GROUP INC.
Date: February 17, 2026	By:	/s/ Darren Dragovich
	Name:	Darren Dragovich
	Title:	Chief Legal and Compliance Officer

*The information furnished under Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, and 99.3, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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 a filing.

SIGNATURES

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


	CPI Card Group Inc.

	By:	/s/ Darren Dragovich
		Darren Dragovich
		Chief Legal and Compliance Officer
Date: March 5, 2026

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