CPI Card Group Inc. 10-Q

Item 5. Other Information During the three and nine months ended September 30, 2024, no directors or officers of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (each as defined in Item 408(a) of Regulation S-K). Our proxy statement for the 2024 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 29, 2024, contained a typographical error in the section entitled “Stockholder Proposals for 2025 Annual Meeting of Stockholders” solely related to the date by which a stockholder must provide notice to the Company to present proposals at the Company’s annual meeting of stockholders in 2025 pursuant to Rule 14a-8 under the Exchange Act. The reference to the date December 12, 2024 should have instead referenced December 30, 2024. Item 6. Exhibit s ​ Exhibit Number Exhibit Description 4.1 ​ Indenture, dated as of July 11, 2024, by and among CPI CG Inc., as issuer, CPI Card Group Inc., as a guarantor, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024). 4.2 ​ Form of 10.000% Senior Secured Notes due 2029 (included as Exhibit A to the Indenture in Exhibit 4.1 referenced herein, incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024). 10.1 ​ Credit Agreement, dated as of July 11, 2024, among CPI Card Group Inc., CPI CG Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024). 10.2 ​ Guaranty and Security Agreement, dated as of July 11, 2024, among CPI Card Group Inc. and certain of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024). 31.1 ​ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 ​ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 ​ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ​ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS ​ XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ​ ​ ​ ​ 31 Table of Contents SIGNATURE S ​ Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ ​ ​ CPI CARD GROUP INC. ​ ​ November 5, 2024 /s/ John Lowe ​ John Lowe ​ President and Chief Executive Officer ​ (Principal Executive Officer) ​ ​ November 5, 2024 /s/ Jeffrey Hochstadt ​ Jeffrey Hochstadt ​ Chief Financial Officer ​ (Principal Financial Officer) ​ May 7, 2024 ​ November 5, 2024 /s/ Donna Abbey Carmignani ​ Donna Abbey Carmignani ​ Chief Accounting Officer ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ 32