Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) On June 29, 2026 (the “Appointment Date”), the Board of Directors (the “Board”) of CPI Card Group Inc. (the “Company”) appointed Terra Grantham as the Company’s Chief Financial Officer, effective as of the same date. Ms.…
CPI is a payments technology company that is integral to the payments ecosystem. CPI’s connections, people, and solutions enable payments for a broad and expanding customer base including thousands of U.S. financial institutions, processors, fintechs, prepaid program managers and more, and these customers count on us to deliver what's next. We continue to transform alongside the market, and for decades have invested in building deep connections and flexible solutions for our customers. Our proprietary platform and expertise uniquely position CPI to deliver today, tomorrow, and into the future as the market expands and payment methods evolve. Learn more at www.cpicardgroup.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On June 29, 2026 (the “Appointment Date”), the Board of Directors (the “Board”) of CPI Card Group Inc. (the “Company”) appointed Terra Grantham as the Company’s Chief Financial Officer, effective as of the same date. Ms. Grantham has been serving as the Company’s Interim Chief Financial Officer since February 2026, and will continue to serve as the Company’s principal financial officer.
Ms. Grantham, age 55, joined the Company in 2017. Ms. Grantham has served as Senior Vice President, Enterprise Strategy and Growth, since October 2025. Prior to that, Ms. Grantham served as Senior Vice President, Financial Planning and Analysis and Strategy, where she also had responsibility for Treasury, since 2022, and as Vice President, Strategy and ESG from 2021 to 2022. Prior to 2021, Ms. Grantham served in increasingly senior roles in the Company’s finance, transformation, and strategy organizations. Before joining the Company, Ms. Grantham served in various roles at The Western Union Company and Unilever and has over 25 years of experience in senior roles in finance, strategy, and product development.
There is no arrangement or understanding between Ms. Grantham and any other person pursuant to which she was appointed as an officer of the Company. Ms. Grantham has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. In addition, she is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Ms. Grantham’s appointment as the Company’s Chief Financial Officer, the Compensation Committee of the Board approved the following compensation: (i) annual base salary of $450,000 effective as of the Appointment Date, (ii) target annual short-term incentive opportunity for 2026 of $275,000, and (iii) target annual long-term incentive opportunity of $400,000. In addition, the Compensation Committee of the Board approved a one-time restricted stock unit award to Ms. Grantham with a grant date value of $300,000 granted on June 30, 2026 that is eligible to vest in equal annual installments over a three-year period beginning on the first anniversary of the grant date, generally subject to Ms. Grantham’s continued service through such date.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, the Company issued a press release announcing the appointment of Ms. Grantham as Chief Financial Officer of the Company. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1*.
*The information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.