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 was one of the Company’s majority stockholders. 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 the agreement and ending on March 31, 2024 up to a maximum of 325,000 shares. Pursuant to this and a subsequent stock repurchase agreement, the Company repurchased 364,848 shares at an average price of $18.09 per share between April 5, 2024 and September 30, 2024. The following table sets forth share repurchases for each of the three months of the quarter ended September 30, 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) July 1 - 31 ​ ​ 120,534 ​ $ 18.23 ​ ​ 120,534 ​ $ 11,154 August 1 - 31 ​ ​ — ​ $ — ​ ​ — ​ $ 11,154 September 1 - 30 ​ ​ — ​ $ — ​ ​ — ​ $ 11,154 Total ​ ​ 120,534 ​ $ 18.23 ​ ​ 120,534 ​ ​ ​ ​ ( a) Reflects shares repurchased and retired under the 2023 repurchase authorization and the stock repurchase agreements. ​ Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. 30 Table of Contents