CPI Card Group Inc 2025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 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 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 of RegulationS-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 an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. 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 orrevised 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 control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☑ 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 the filingreflect 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 received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☑ As of February 25, 2026, the number of shares outstanding of the registrant’s common stock was 11,460,436. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS Cautionary Statement Regarding Forward-Looking Information2 PART IItem 1 Business4Item1ARisk Factors13Item1BUnresolved Staff Comments36Item1CCybersecurity36Item 2Properties39Item 3Legal Proceedings39Item 4Mine Safety Disclosures39 PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities40Item 6[Reserved]40Item 7Management’s Discussion and Analysis of Financial Condition and Results ofOperations40Item7AQuantitative and Qualitative Disclosures About Market Risk51Item 8Financial Statements and Supplementary Data52Item 9Changes In and Disagreements With Accountants on Accounting and FinancialDisclosure81Item9AControls and Procedures81Item9BOther Information82Item9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections82 PART IIIItem10Directors, Executive Officers and Corporate Governance82Item 11Executive Compensation82Item12Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters82Item13Certain Relationships and Related Transactions, and Director Independence82Item14Principal Accountant Fees and Services83 PART IVItem15Exhibits and Financial Statement Schedules83Item16Form 10-K Summary85 Signatures86 Cautionary Statement Regarding Forward-Looking Information Certain statements and information in this Annual Report on Form 10-K (as well as informationincluded in other written or oral statements we make from time to time) may contain or 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 (the “Securities Act”), and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “estimate,”“project,” “expect,” “anticipate,” “affirm,” “plan,” “intend,” “foresee,” “should,” “would,” “could,”“continue,” “committed,” “attempt,” “aim,” “target,” “objective,” “guides,” “seek,” “focus,” “providesguidance,” “provides outlook” or other similar expressions are intended to identify forward-lookingstatements, which are not historical in nature. These forward-looking statements, includi