CPI Card Group Inc 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Smaller reporting company☑Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☑ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the registrant’s common stock held by non-affiliates was$129.2million on June 30, 2024 computed based on the closingprice of the registrant’s common stock of $27.25 as reported on the Nasdaq Global Market on that date. As of February 27, 2025, the number of shares outstanding of the registrant’s common stock was11,240,507. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form TABLE OF CONTENTS Cautionary Statement Regarding Forward-Looking Information2 PART IItem 1Business4Item1ARisk Factors13Item1BUnresolved Staff Comments33Item1CCybersecurity33Item 2Properties35Item 3Legal Proceedings36Item 4Mine Safety Disclosures36 PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities36Item 6[Reserved]37Item 7Management’s Discussion and Analysis of Financial Condition and Results ofOperations37Item7AQuantitative and Qualitative Disclosures About Market Risk47Item 8Financial Statements and Supplementary Data47Item 9Changes In and Disagreements With Accountants on Accounting and FinancialDisclosure74Item9AControls and Procedures74Item9BOther Information75Item9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections75 PART IIIItem10Directors, Executive Officers and Corporate Governance75Item11Executive Compensation75Item12Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters75Item13Certain Relationships and Related Transactions, and Director Independence75Item14Principal Accountant Fees and Services75 PART IVItem15Exhibits and Financial Statement Schedules76Item16Form 10-K Summary78 Signatures79 Cautionary Statement Regarding Forward-Looking Information Certain statements and information in this Annual Report on Form 10-K (as well asinformation included in other written or oral statements we make from time to time) may contain orconstitute “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thewords “believe,” “estimate,” “project,” “expect,” “anticipate,” “