CPI Card Group Inc. Stock Compensation Disclosure

16. Stock-Based Compensation

CPI Card Group Inc. Omnibus Incentive Plan

In October 2015, the Company adopted the CPI Card Group Inc. Omnibus Incentive Plan (as amended and supplemented, the “Omnibus Plan”) pursuant to which cash and equity-based incentives may be granted to participating employees, advisors and directors. Effective January 30, 2024, the Company’s stockholders approved an amendment to the Omnibus Plan to increase the total number of shares of the Company’s common stock reserved and available for issuance thereunder by 1,000,000 shares, resulting in a total of 3,200,000 shares issuable under the Omnibus Plan.

As of December 31, 2025, there were 783,837 shares of common stock available for grant under the Omnibus Plan. Options have seven-year terms and are issued with exercise prices equal to the fair market value of the Company’s common stock on the grant date.

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The following is a summary of the activity in outstanding stock options under the Omnibus Plan:

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The following is a summary of the activity in unvested stock options under the Omnibus Plan:

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There were no unvested stock options as of December 31, 2025 and there were no options granted during the year. The total fair value of options vested during the years ended December 31, 2025 and 2024 was $0.8 million and $1.0 million, respectively.

The following table summarizes the changes in the number of outstanding restricted stock units for the year ended December 31, 2025 under the Omnibus Plan:

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The restricted stock unit awards contain conditions associated with continued employment or service. Restricted stock units granted in 2025 are expected to vest ratably over a one or three-year period on each anniversary of the grant date. Shares of common stock will be issued to the award recipients on the vesting date. The weighted average fair value of restricted stock units granted during the years ended December 31, 2025 and 2024 was $18.96 and $23.90, respectively. The total fair value of shares vested during the years ended December 31, 2025 and 2024 was $6.5 million and $6.6 million, respectively.

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During 2025, executives received a quarterly restricted stock unit grant comprising one-fourth of the annual equity-based incentive component of their total compensation. The number of shares awarded was determined based on a value tied to the monthly average closing price of the Company’s common stock.

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In January 2024, the Company granted 60,000 performance stock units (PSU) in connection with the appointment of its Chief Executive Officer (“CEO”), with a grant date fair value of $0.9 million using a Monte Carlo simulation model. The PSU award will vest, subject to continuous employment, in equal one-third increments upon the attainment of the rolling weighted average closing price of the Company’s common stock equaling or exceeding each of $35.00, $50.00, and $65.00, in each case, for at least 90 consecutive trading days during the five-year performance period commencing on the grant date.

In February 2025, the Company granted executives a performance cash award (PCA) with a grant date fair value of $2.0 million using a Monte Carlo simulation model. The PCA vested on December 31, 2025, and was subject to continuous employment and the achievement of certain Company performance goals including the Company’s relative total shareholder return of stock against the Russell 2000 index. Because the award is liability-classified, the award is remeasured at fair value at each reporting date and at settlement, with changes recognized as stock-based compensation expense.

As of December 31, 2025, the total unrecognized compensation expense related to unvested options and restricted stock units was $5.7 million, which the Company expects to recognize over an estimated weighted-average period of less than one year.