CPI Card Group Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On November 2, 2023, the Company's board of directors approved a share repurchase plan authorizing the Company to repurchase up to $20.0 million of the Company's common stock, par value $0.001 per share. This authorization expires on December 31, 2024. Under the share repurchase plan, the Company may purchase shares through privately negotiated transactions or through open market purchases, including through plans complying with Rule 10b5-1 under the Exchange Act. The extent and timing of repurchases will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company. On December 6, 2023, the Company entered into a Stock Repurchase Agreement with Parallel49, which is one of the Company’s majority stockholders. Pursuant to this agreement, the Company has agreed to purchase from Parallel49, and Parallel49 has agreed to sell to the Company, three times the number of shares of the Company’s common stock acquired by the Company in the open market from time to time from non-Parallel49 holders during the period commencing from the date of this agreement and ending on March 31, 2024, up to a maximum of 325,000 shares. On March 14, 2024, the Company entered into a similar agreement with Parallel49 for the period commencing from April 1, 2024 and ending on June 30, 2024, pursuant to which the Company may purchase up to a maximum of 325,000 shares during such period. The following table sets forth share repurchases for each of the three months of the quarter ended March 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) ​ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (b) January 1 - 31 ​ ​ 23,876 ​ $ 18.58 ​ ​ 23,876 ​ $ 17,270 February 1 - 29 ​ ​ 22,650 ​ $ 18.96 ​ ​ 22,650 ​ $ 15,578 March 1 - 31 ​ ​ 21,732 ​ $ 17.28 ​ ​ 21,732 ​ $ 14,098 Total ​ ​ 68,258 ​ $ 18.29 ​ ​ 68,258 ​ ​ ​ ​ (a) Reflects shares repurchased and retired under the 2023 repurchase authorization and does not include the 244,314 shares that were repurchased from Parallel49 in April 2024 in accordance with the Stock Repurchase Agreement entered into on December 6, 2023. (b) Reflects the $20.0 million repurchase authorization less completed open market purchases and $4.4 million allocated to repurchases from Parallel49, representing 244,314 shares, in accordance with the Stock Repurchase Agreement entered into on December 6, 2023. ​ Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. 26 Table of Contents