CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology leader providing a comprehensive range of physical and digital payment solutions, today announced the closing of the previously announced registered underwritten secondary public offering of shares of the Company’s common stock by certain stockholders affiliated with Parallel49 Equity (the “selling stockholders”). The aggregate size of the offering was 2,687,921 shares of the Company’s common stock, including 350,598 shares of the Company’s common stock sold pursuant to full exercise of the underwriters’ option to purchase additional shares, at the public offering price of $21.50 per share.
Total gross proceeds from the offering to the selling stockholders, before deducting the underwriting discount and other estimated offering expenses, including the exercise of the underwriters’ option to purchase additional shares, were approximately $57.8 million. The Company did not receive any proceeds from the sale of the shares by the selling stockholders.
B. Riley Securities and D.A. Davidson & Co. acted as joint book-running managers for the offering. Lake Street Capital Markets acted as co-manager for the offering.
Freshfields US LLP served as legal counsel to CPI, DLA Piper LLP served as legal counsel to the selling stockholders and Akerman LLP served as legal counsel to the underwriters.
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 has filed with the SEC a final prospectus supplement and accompanying prospectus for the offering. The offering has been made only by means of a prospectus and final prospectus supplement. Copies of the prospectus and final prospectus supplement may be obtained by contacting: B. Riley Securities, Attention: Prospectus Department, 1300 17th Street North, Ste. 1300, Arlington, VA 22209, by telephone at (703) 312-9580, or by email at prospectuses@brileysecurities.com or D.A. Davidson & Co., Attention: Equity Syndicate Department, 1325 Avenue of the Americas, 17th Floor, New York, New York 10019, by telephone at 1 (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.
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 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 final prospectus supplement for the offering and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 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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