CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company and leading provider of credit, debit and prepaid card and digital solutions, including Software-as-a-Service (SaaS) based instant issuance, today announced the pricing of a registered underwritten secondary public offering of 1,200,000 shares of the Company’s common stock to be sold by certain stockholders affiliated with Parallel49 Equity (the “selling stockholders”), at a public offering price of $21.00 per share. The underwriters were also granted a 30-day option to purchase up to an additional 180,000 shares of common stock from the selling stockholders at the public offering price, less the underwriting discount. The offering is expected to close on or about October 2, 2024, subject to the satisfaction of customary closing conditions.

The Company is not offering any shares of common stock in the offering and will not receive any proceeds from the sale of common stock by the selling stockholders. Total gross proceeds from the offering to the selling stockholders, before deducting the underwriting discount and other estimated offering expenses, are expected to be approximately $25.2 million.

D.A. Davidson & Co. is acting as sole manager for the offering.

A registration statement on Form S-3 (File No. 333-259511) relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission (the “SEC”). The Company will file with the SEC a final prospectus supplement and accompanying prospectus for the offering. The offering will be made only by means of a prospectus and prospectus supplement. Copies of the prospectus and final prospectus supplement, once available, may be obtained by contacting: D.A. Davidson & Co., Attention: Prospectus Department, 8 Third Street North, Great Falls, MT 59401, by telephone at (800) 332-5915, or by email at prospectusrequest@dadco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About CPI Card Group Inc.

CPI Card Group is a payments technology company providing a comprehensive range of credit, debit, and prepaid card and digital solutions, including SaaS based instant issuance. With a focus on building personal relationships and earning trust, we help our customers navigate the constantly evolving world of payments, while delivering innovative solutions that spark connections and support their brands. We serve clients across industry, size, and scale through our team of experienced, dedicated employees and our network of high-security production and card services facilities—located in the United States.

Forward-Looking Statements

Certain statements and information in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, expectations regarding the closing of the proposed offering and the gross proceeds to the selling stockholders. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and other information currently available. Such forward-looking statements, because they relate to future events, are by their very nature subject to many important risks and uncertainties that could cause actual results or other events to differ materially from those contemplated, including, but not limited to, the risks and uncertainties set forth under the heading “Risk Factors” in the preliminary prospectus supplement for the proposed offering and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and in other reports filed from time to time by the Company with the SEC. The Company cautions and advises readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by applicable law.

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