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~~July 212, 2025

CPI CARD GROUP INC.

(Exact name of registrant as specified in its charter)

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 ~~RoadLittleton~~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. ☐

~~CPI~~Item ~~Card Group Inc~~1.01 ~~(the~~Entry ~~“Company”)~~into ~~held~~a ~~its~~Material ~~2025~~Definitive ~~annual meeting of stockholders (the “Annual Meeting”) on May 21, 2025~~Agreement. At the Annual Meeting, the Company’s stockholders considered three proposals, which are summarized below and described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2025. The following are the voting results on each matter submitted to the Company’s stockholders at the Annual Meeting.

~~Proposal~~On July 2, 2025, CPI Card Group Inc. (the “Company”) and CPI CG Inc., as borrower (the “Borrower”), entered into Amendment No. 1 –to ~~Election~~Credit Agreement (the “Amendment”), which amends that certain Credit Agreement, dated as of ~~Directors~~July 11, 2024 (the “ABL Revolver”), by and among the Company, the Borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent.

The ~~Company’s~~Amendment, ~~stockholders~~among ~~elected~~other ~~the~~things, ~~following~~increases ~~individuals to~~ the ~~Board~~available ~~for~~borrowing acapacity ~~one-year~~under ~~term expiring at~~ the ~~Company’s~~ABL ~~annual~~Revolver ~~meeting~~to of$100 ~~stockholders~~million infrom ~~2026:~~$75 million.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is included as Exhibit 10.1 to this report and is incorporated herein by reference.

Nominee	For	Against	Abstentions	Broker Non-Votes
Thomas Furey	8,317,840	50,476	204	1,471,677
John Lowe	8,321,809	46,507	204	1,471,677
Ravi Mallela	8,317,864	50,457	199	1,471,677
Lisa Oleson	8,302,224	64,648	1,648	1,471,677
Nicholas Peters	8,274,857	93,060	603	1,471,677
H. Sanford Riley	8,319,534	48,787	199	1,471,677
Marc Sheinbaum	8,304,094	64,303	123	1,471,677
Valerie Soranno Keating	8,260,858	106,480	1,182	1,471,677

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Proposal~~The ~~No.~~information 2set –forth ~~Ratification~~in ofItem ~~Appointment~~1.01 ofabove ~~KPMG~~is ~~LLP~~incorporated asby ~~Independent~~reference ~~Registered~~into ~~Public~~this ~~Accounting~~Item ~~Firm~~2.03.

~~The~~Item ~~Company’s~~8.01 ~~stockholders~~Other ~~ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 by the following votes:~~Events.

On July 3, 2025, the Company issued a notice of redemption to redeem $20.0 million of its outstanding $285.0 million aggregate principal amount of 10.000% senior secured notes due 2029 (the “Senior Notes”), to be redeemed on July 15, 2025. The redemption is being made pursuant to the terms of the indenture governing the terms of the Senior Notes, at a redemption price of 103.000% of par plus accrued and unpaid interest to the date of redemption.

For		Against				Abstentions				Broker Non-Votes
9,815,359		20,563				4,275				0

Item 9.01 Financial Statements and Exhibits.

~~Proposal No. 3 – Stockholder Advisory Vote to Approve Named Executive Officer Compensation~~

The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement, by the following votes:


Exhibit		Description
10.1+		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.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

For		Against		Abstentions		Broker Non-Votes
8,135,971		134,861		97,688		1,471,677

+ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

~~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.

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 7, 2025	By:	/s/ Darren Dragovich
	Name:	Darren Dragovich
	Title:	Chief Legal and Compliance Officer


	CPI CARD GROUP INC.
Dated: May 22, 2025	By:	/s/ Darren Dragovich
	Name:	Darren Dragovich
	Title:	Chief Legal and Compliance Officer

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