Form 8-K

8-K — CPI Card Group Inc.

Accession: 0001104659-26-055234

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001641614

SIC: 2750 (COMMERCIAL PRINTING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pmts-20260505x8k.htm (Primary)

EX-99.1 (pmts-20260505xex99d1.htm)

EX-99.2 (pmts-20260505xex99d2.htm)

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8-K

8-K (Primary)

Filename: pmts-20260505x8k.htm · Sequence: 1

CPI CARD GROUP INC._May 5, 2026

0001641614false00016416142026-03-052026-03-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

CPI CARD GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-37584

(Commission File Number)

26-0344657

(IRS Employer

Identification No.)

CPI Card Group Inc.

10368 W. Centennial Road

Littleton, CO

(Address of principal executive offices)

80127

(Zip Code)

(720) 681-6304

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

PMTS

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition

On May 5, 2026, CPI Card Group Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended March 31, 2026 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

In connection with the issuance of the Earnings Release, the Company is holding a public conference call on May 5, 2026, during which John Lowe, President and Chief Executive Officer, and Terra Grantham, Interim Chief Financial Officer, will provide the presentation attached hereto as Exhibit 99.2. Information regarding access to the conference call and webcast is set forth in the Earnings Release.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

99.1*

Press release issued by the Company on May 5, 2026, announcing the first quarter results.

99.2*

Presentation of the Company dated May 5, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*The information furnished under Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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 a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CPI Card Group Inc.

By:

/s/ Darren Dragovich

Darren Dragovich

Chief Legal and Compliance Officer

Date: May 5, 2026

EX-99.1

Filename: pmts-20260505xex99d1.htm · Sequence: 2

Exhibit 99.1

CPI Reports Solid First Quarter Results

Date: May 5, 2026

First Quarter Revenue Increased 20% to $147 Million

Net Income Decreased 57% to $2 Million due to Non-recurring Integration Costs; Adjusted EBITDA Increased 9% to $23 Million

Full Year Outlook Affirmed

Denver, Colo. May 5, 2026 -- CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company providing a comprehensive range of physical and digital payment solutions for U.S. financial institutions, processors, fintechs, prepaid program managers and more, today reported financial results for the quarter ended March 31, 2026 and affirmed its financial outlook for 2026.

CPI’s first quarter revenue exceeded the Company’s expectations, increasing 20% to $147.1 million, driven by the addition of Arroweye and increased sales of contactless cards and personalization services. Net income in the quarter decreased 57% to $2.1 million, primarily due to $3 million of integration costs related to the Arroweye acquisition, and Adjusted EBITDA increased 9% to $23.2 million.

“We delivered solid first quarter results and are on track to achieve our full year outlook,” said John Lowe, President and Chief Executive Officer. “We generated strong revenue growth in the quarter, led by contribution from Arroweye and increased sales of our other secure card solutions, while continuing to invest for long-term growth and diversification.”

The Company further advanced its strategy of providing payment technology solutions that help its customers win, driven by three primary growth pillars that underpin CPI’s value proposition:

● A proprietary technology platform with a vast reach into the U.S. payments eco-system;

● A marketable base of thousands of deep and broad relationships across the U.S. payments market; and

● A proven track record of delivering evolving payment solutions that reflect changing market needs.

Lowe added, “Recent strategic advances include expanding the base for our Software-as-a-Service-based instant issuance solution, delivering secure packaging solutions for the closed loop prepaid payment card market, and further building our integrations and customer pipeline to support push provisioning for mobile wallets and other digital solutions.”

CPI today also affirmed its financial outlook for 2026, which projects high single-digit revenue growth and low-to-mid single-digit Adjusted EBITDA growth.

The Company operates in multiple growing markets, supported by increasing demand for digital solutions from financial institutions, increased focus on security for prepaid cards and packages, and ongoing growth in the payment card market, as evidenced by the 6% compound annual growth rate in Visa and Mastercard® U.S. debit and credit cards in circulation for the three-year period ending December 31, 2025.

Strategic, Business, and Capital Highlights

● The Company advanced the integration and expansion of Arroweye, a leading provider of on-demand payment card solutions for the U.S. market acquired by CPI in May 2025. Arroweye has contributed nearly $60 million of revenue in less than 11 months since acquisition.

● CPI continued to team with Karta, an Australia-based payments technology firm that CPI made a minority investment in during 2025, to integrate Karta’s SafeToBuy technology with CPI’s prepaid solutions in the U.S. market, progressing an extensive pilot with a large national retailer.

● CPI continues to be the leading provider of Software-as-a-Service-based instant issuance solutions in the U.S., with growth of approximately 20% in 2025, and installations across more than 2,500 financial institutions. This business generates strong recurring revenue streams due to high customer retention rates and a unique value proposition in the market.

● CPI continues to advance its market and product expansion strategies, including closed loop prepaid payment solutions and digital offerings such as push provisioning capabilities for mobile wallets and payment card fraud solutions.

● The Company generated strong Free Cash Flow in the first quarter, decreased its ABL revolver borrowings by $10 million, and ended the quarter with a Net Leverage Ratio of 3.0x.

First Quarter 2026 Financial Highlights

Revenue increased 20% to $147.1 million in the first quarter of 2026, compared to the prior year period.

● Secure Card Solutions segment revenue increased 35% to $109.9 million, driven by the addition of Arroweye, which contributed $16 million of revenue in the quarter; increased sales of contactless cards, including metal cards; and increased sales of personalization services.

● Prepaid Solutions segment revenue decreased 17% to $22.0 million, as expected, primarily due to comparisons with strong sales of higher-value packaging solutions in the prior year period, partially offset by sales of closed loop payment cards.

● Integrated Paytech segment revenue increased 1% to $19.4 million compared to strong revenue levels in 2025, while gross profit margins increased more than 100 basis points to over 55%.

Gross profit increased 8% to $44.1 million, driven by sales growth. Gross profit margin of 30.0% decreased from 33.2% prior year, primarily due to lower sales and margins in the Prepaid Solutions segment and increased production costs, including the impact of higher depreciation expense and tariffs, partially offset by benefits from increased sales in the Secure Card Solutions segment.

Net income decreased 57% to $2.1 million, or $0.17 diluted earnings per share, impacted by $3 million of Arroweye integration costs. Adjusted EBITDA increased 9% to $23.2 million.

Balance Sheet, Liquidity and Cash Flow

The Company generated cash from operating activities of $13.6 million in the first quarter of 2026, which compared to $5.6 million in the prior year period; and Free Cash Flow of $10.1 million, which compared to $0.3 million in the prior year. The increase in Free Cash Flow was primarily driven by strong working capital management and lower capital spending compared to the prior year period.

As of March 31, 2026, the Company had $19.3 million of cash and cash equivalents, $265 million of 10% Senior Secured Notes due 2029, and $15 million of borrowings from its ABL revolving credit facility outstanding. The Net Leverage Ratio decreased from year-end to 3.0x.

The Company’s capital structure and allocation priorities are focused on investing in the business, including strategic acquisitions; deleveraging the balance sheet; and returning funds to stockholders.

Outlook for 2026

The Company affirmed its financial outlook for 2026:

● Revenue: high single-digit growth

● Adjusted EBITDA: low-to-mid single-digit growth

● Free Cash Flow conversion similar to 2025 levels

● Year-end Net Leverage Ratio between 2.5x and 3.0x

Conference Call and Webcast

CPI will hold a conference call on May 5, 2026 at 9:00 a.m. Eastern Time to review its first quarter results. To participate in the Company's conference call via telephone or online:

U.S. dial-in number (toll-free): 888-330-3573

International: 646-960-0677

Conference ID: 8062733

Webcast Link: CPI Q1 Webcast or at https://investor.cpicardgroup.com

Participants are advised to login for the webcast 10 minutes prior to the scheduled start time.

A replay of the conference call will be available until May 12, 2026 at:

U.S. and Canada (toll-free): 800-770-2030

International: 609-800-9909

Canada: 647-362-9199

Conference ID: 8062733

A webcast replay of the conference call will also be available on CPI Card Group Inc.’s Investor Relations website: https://investor.cpicardgroup.com

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. generally accepted accounting principles (“GAAP”), we have provided the following non-GAAP financial measures in this release: Revenue excluding the Impact of an Accounting Change, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, LTM Adjusted EBITDA and Net Leverage Ratio. These non-GAAP financial measures are utilized by management in comparing our operating performance on a consistent basis between fiscal periods and serve as a basis for certain Company compensation programs. We believe that these financial measures are appropriate to enhance an overall understanding of our underlying operating performance trends compared to historical and prospective periods and our peers. Management also believes that these measures are useful to investors in their analysis of our results of operations and provide improved comparability between fiscal periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Our non-GAAP measures may be different from similarly titled measures of other companies. Investors are encouraged to review the reconciliation of these historical non-GAAP measures to their most directly comparable GAAP financial measures included in Exhibit E and Exhibit F to this press release.

Revenue excluding the Impact of an Accounting Change

Revenue excluding the Impact of an Accounting Change has been presented in Exhibit F and defined as revenue excluding the impact from an accounting change implemented in the second quarter of 2025 resulting from the Company moving from over-time revenue recognition for certain WIP orders to point-in-time recognition (revenue booked when shipped). This adjustment reflects WIP orders that were recognized at the end of the first quarter of 2025 as if such orders were consistently recognized using point-in-time recognition during the second quarter of 2025 for the results for the second quarter of 2025 and reflects WIP orders that were recognized at December 31, 2024 as if such orders were consistently recognized using point-in-time recognition during the year to date period presented for 2025.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and LTM Adjusted EBITDA

Adjusted EBITDA is defined as EBITDA (which represents earnings before interest, taxes, depreciation and amortization) adjusted for litigation; stock-based compensation expense; restructuring and other charges, including executive retention and severance and acquisition-related costs; costs related to production facility modernization efforts; loss on debt extinguishment; gross profit related to the impact from the accounting change related to revenue described above;

and other items that are unusual in nature, infrequently occurring or not considered part of our core operations, as set forth in the reconciliation in Exhibit E. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors, excluding non-operational, unusual or non-recurring losses or gains. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA does not reflect: (a) our capital expenditures, future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expenses or the cash requirements necessary to service interest or principal payments on our debt; (d) tax payments that represent a reduction in cash available to us; (e) any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; (f) the impact of earnings or charges resulting from matters that we and the lender under our credit agreement may not consider indicative of our ongoing operations; or (g) the impact of any discontinued operations. In particular, our definition of Adjusted EBITDA allows us to add back certain non-operating, unusual or non-recurring charges that are deducted in calculating net income, even though these are expenses that may recur, vary greatly and are difficult to predict and can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses represent the reduction of cash that could be used for other purposes. Adjusted EBITDA margin as shown in Exhibit E is computed as Adjusted EBITDA divided by total revenue.

We define LTM Adjusted EBITDA as Adjusted EBITDA (defined previously) for the last twelve months. LTM Adjusted EBITDA is used in the computation of Net Leverage Ratio, and is reconciled in Exhibit E.

Free Cash Flow

We define Free Cash Flow as cash flow provided by (used in) operating activities less capital expenditures. We use this metric in analyzing our ability to service and repay our debt. However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to make principal payments on outstanding debt and financing lease liabilities. Free Cash Flow should not be considered in isolation, or as a substitute for, cash (used in) provided by operating activities or any other measures of liquidity derived in accordance with GAAP.

Net Leverage Ratio

Management and various investors use the ratio of debt principal outstanding, plus finance lease obligations, less cash, divided by LTM Adjusted EBITDA, or “Net Leverage Ratio”, as a measure of our financial strength when making key investment decisions and evaluating us against peers.

Financial Expectations for 2026

We have provided Adjusted EBITDA expectations for 2026 on a non-GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled or cannot be reliably predicted because they are not part of the Company’s routine activities, any of which could be significant.

About CPI

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.

Forward-Looking Statements

Certain statements and information in this release (as well as information included 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, and Section 21E of the Securities 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,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These forward-looking statements, including statements about our strategic initiatives and market opportunities, including our financial outlook for 2026, the impact of our investments in Arroweye and other solutions, and our qualitative color on our business in 2026 and beyond; are based on our current expectations and beliefs concerning future developments and their potential effect on us 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.

These risks and uncertainties include, but are not limited to: (i) risks relating to our business and industry, such as a deterioration in general economic conditions, including due to inflationary conditions, resulting in reduced consumer confidence and business spending, and a decline in consumer credit worthiness impacting demand for our products; the unpredictability of our operating results, including an inability to anticipate changes in customer inventory management practices and its impact on our business; our failure to retain our existing key customers or identify and attract new customers; the highly competitive, saturated and consolidated nature of our marketplace; our inability to develop, introduce and commercialize new products and related services, including due to our inability to undertake research and development activities; new and developing technologies that make our existing technology solutions and products obsolete or less relevant or our failure to introduce new products and related services in a timely manner or at all; system security risks, data protection breaches and cyber-attacks; the usage, or lack thereof, of

artificial intelligence technologies; disruptions, delays or other failures in our supply chain, including as a result of inflationary pressures, single-source suppliers, failure or inability of suppliers to comply with our code of conduct or contractual requirements, trade restrictions, tariffs, foreign conflicts or political unrest in countries in which our suppliers operate, and our inability to pass related costs on to our customers or difficulty meeting customers’ delivery expectations due to extended lead times; changes in U.S. and global trade policy and the impact of tariffs on our business and results of operations; interruptions in our operations, including our information technology systems, or in the operations of the third parties that operate computing infrastructure on which we rely; defects in our software and computing systems; disruptions in production at one or more of our facilities due to weather conditions, climate change, political instability, or social unrest; problems in production quality, materials and process and costs relating to product defects and any related product liability and/or warranty claims and damage to our reputation; our inability to recruit, retain and develop qualified personnel, including key personnel, and implement effective succession processes; our substantial indebtedness, including the restrictive terms of our indebtedness and covenants of future agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; our inability to make debt service payments or refinance such indebtedness; our inability to successfully execute on, integrate, or achieve the anticipated benefits of acquisitions, including the acquisition of Arroweye Solutions, Inc. (“Arroweye”), or execute on divestitures, strategic relationships, or investments; our status as an accelerated filer and complying with the Sarbanes-Oxley Act of 2002 and the costs associated with such compliance and implementation of procedures thereunder; our failure to maintain effective internal control over financial reporting and risks relating to investor confidence in our financial reporting; environmental, social and governance (“ESG”) preferences and demands of various stakeholders and the related impact on our ability to access capital, produce our products in conformity with stakeholder preferences, comply with stakeholder demands and comply with any related legal or regulatory requirements or restrictions; negative perceptions of our products due to the impact of our products and production processes on the environment and other ESG-related risks; damage to our reputation or brand image; our inability to adequately protect our trade secrets and intellectual property rights from misappropriation, infringement claims brought against us and risks related to open source software; our inability to renew licenses with key technology licensors; our limited ability to raise capital, which may lead to delays in innovation or the abandonment of our strategic initiatives; costs and impacts related to additional tax collection efforts by states, unclaimed property laws, or future increases in U.S. federal or state income taxes, resulting in additional expenses which we may be unable to pass along to our customers; our inability to realize the full value of our long-lived assets; costs and potential liabilities associated with compliance or failure to comply with laws and regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security; our failure to operate our business in accordance with the Payment Card Industry Security Standards Council security standards or other industry standards; the effects of ongoing foreign conflicts on the global economy; adverse conditions in the banking system and financial markets, including the failure of banks and financial institutions; our failure to comply with environmental, health and safety laws and regulations that apply to our products and the raw materials we use in our production processes; (ii) risks relating to ownership of our common stock, such as those associated with concentrated ownership of our stock by our significant stockholders and potential conflicts of interests with other stockholders; the impact of concentrated ownership of our common stock and

the sale or perceived sale of a substantial amount of common stock on the trading volume and market price of our common stock; potential conflicts of interest that may arise due to our Board of Directors being comprised in part of directors who are principals of or were nominated by our significant stockholders; the influence of securities analysts over the trading market for and price of our common stock, particularly due to the lack of substantial research coverage of our common stock; the impact of stockholder activism or actual or threatened securities litigation on the trading price and volatility of our common stock; certain provisions of our organizational documents and other contractual provisions that may delay or prevent a change in control and make it difficult for stockholders other than our significant stockholders to change the composition of our Board of Directors; and (iii) general risks, such as relating to our ability to comply with a wide variety of complex evolving laws and regulations and the exposure to liability for any failure to comply; the effect of legal and regulatory proceedings and the adequacy of our insurance policies; and other risks that are described in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 5, 2026, and our other reports filed from time to time with the Securities and Exchange Commission (the “SEC”).

We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake 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.

####

For more information:

CPI encourages investors to use its investor relations website as a way of easily finding information about the Company. CPI promptly makes available on this website the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.

CPI Card Group Inc. Investor Relations:

(877) 369-9016

InvestorRelations@cpicardgroup.com

CPI Card Group Inc. Media Relations:

Media@cpicardgroup.com

CPI Card Group Inc. Earnings Release Supplemental Financial Information

Exhibit A

Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited for the three months ended March 31, 2026 and 2025

Exhibit B

Condensed Consolidated Balance Sheets – Unaudited as of March 31, 2026 and December 31, 2025

Exhibit C

Condensed Consolidated Statements of Cash Flows – Unaudited for the three months ended March 31, 2026 and 2025

Exhibit D

Segment Summary Information – Unaudited for the three months ended March 31, 2026 and 2025

Exhibit E

Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three months ended March 31, 2026 and 2025

Exhibit F

Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three months ended March 31, 2026 and 2025

EXHIBIT A

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(in thousands, except share and per share amounts)

(Unaudited)

Three Months Ended March 31,

2026

2025

Revenue

147,108

122,761

Cost of goods sold

102,984

82,065

Gross profit

44,124

40,696

Selling, general and administrative expenses

33,130

26,592

Income from operations

10,994

14,104

Other expense, net:

Interest, net

(7,656)

(7,685)

Other income, net

Total other expense, net

(7,624)

(7,667)

Income before income taxes and equity in losses of unconsolidated affiliates

3,370

6,437

Income tax expense

(1,158)

(1,663)

Equity in losses of unconsolidated affiliates

(156)

—

Net income

2,056

4,774

Basic and diluted earnings per share:

Basic earnings per share

0.18

0.42

Diluted earnings per share

0.17

0.40

Basic weighted-average shares outstanding

11,457,573

11,245,844

Diluted weighted-average shares outstanding

11,857,270

12,008,523

Comprehensive income:

Net income

2,056

4,774

Total comprehensive income

2,056

4,774

EXHIBIT B

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)

March 31,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

19,296

21,700

Accounts receivable, net

88,681

95,436

Inventories, net

65,504

72,243

Prepaid expenses and other current assets

15,407

15,565

Total current assets

188,888

204,944

Plant, equipment, leasehold improvements and operating lease right-of-use assets, net

106,676

108,433

Intangible assets, net

17,550

18,544

Goodwill

48,764

Other assets

24,576

22,506

Total assets

386,454

403,191

Liabilities and stockholders’ deficit

Current liabilities:

Accounts payable

22,469

27,802

Accrued expenses

48,260

52,379

Deferred revenue and customer deposits

3,600

3,916

Total current liabilities

74,329

84,097

Long-term debt

276,903

286,668

Deferred income taxes

2,565

2,251

Other long-term liabilities

46,667

47,508

Total liabilities

400,464

420,524

Commitments and contingencies

Stockholders’ deficit:

Series A Preferred Stock; $0.001 par value—100,000 shares authorized; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025

—

Common stock; $0.001 par value—100,000,000 shares authorized; 11,475,608 and 11,456,061 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Capital deficit

(100,824)

(102,091)

Accumulated earnings

86,803

84,747

Total stockholders’ deficit

(14,010)

(17,333)

Total liabilities and stockholders’ deficit

386,454

403,191

EXHIBIT C

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

Operating activities

Net income

2,056

4,774

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense

5,409

3,387

Amortization expense

994

860

Stock-based compensation expense

1,403

1,671

Amortization of debt issuance costs

328

329

Deferred income taxes and other, net

189

(314)

Changes in operating assets and liabilities:

Accounts receivable, net

6,755

9,998

Inventories

7,055

(2,460)

Prepaid expenses and other assets

(3,235)

(1,348)

Income taxes, net

1,362

444

Accounts payable

(3,957)

5,120

Accrued expenses and other liabilities

(4,395)

(16,937)

Deferred revenue and customer deposits

(316)

Cash provided by operating activities

13,648

5,593

Investing activities

Capital expenditures for plant, equipment and leasehold improvements, net

(3,513)

(5,301)

Other

—

Cash used in investing activities

(3,513)

(5,251)

Financing activities

Payments on debt

(10,000)

—

Payments on finance lease obligations

(2,403)

(1,825)

Taxes withheld and paid on stock-based compensation awards

(136)

(541)

Cash used in financing activities

(12,539)

(2,366)

Net decrease in cash and cash equivalents

(2,404)

(2,024)

Cash and cash equivalents, beginning of period

21,700

33,544

Cash and cash equivalents, end of period

19,296

31,520

Supplemental disclosures of cash flow information

Cash paid (refunded) during the period for:

Interest paid

14,332

14,998

Income taxes paid

—

Income taxes refunded

(527)

—

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

187

7,382

Financing leases

2,454

1,888

Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements

616

1,654

Non-cash equity in losses of unconsolidated affiliates

(156)

—

EXHIBIT D

CPI Card Group Inc. and Subsidiaries

Segment Summary Information

For the Three Months Ended March 31, 2026 and 2025

(dollars in thousands)

(Unaudited)

Revenue

Three Months Ended March 31,

2026

2025

$ Change

% Change

Revenue by segment:

Secure Card Solutions

109,851

81,642

28,209

34.6

Prepaid Solutions

22,049

26,713

(4,664)

(17.5)

Integrated Paytech

19,382

19,253

129

0.7

Eliminations

(4,174)

(4,847)

673

Total

147,108

122,761

24,347

19.8

Gross Profit

Three Months Ended March 31,

2026

% of Net

Revenue

2025

% of Net

Revenue

$ Change

% Change

Gross profit by segment:

Secure Card Solutions

27,702

25.2

20,819

25.5

6,883

33.1

Prepaid Solutions

5,666

25.7

9,442

35.3

(3,776)

(40.0)

Integrated Paytech

10,756

55.5

10,435

54.2

321

3.1

Total

44,124

30.0

40,696

33.2

3,428

8.4

Income from Operations

Three Months Ended March 31,

2026

% of Net

Revenue

2025

% of Net

Revenue

$ Change

% Change

Income (loss) from operations by segment:

Secure Card Solutions

17,268

15.7

14,310

17.5

2,958

20.7

Prepaid Solutions

4,093

18.6

7,999

29.9

(3,906)

(48.8)

Integrated Paytech

6,865

35.4

7,393

38.4

(528)

(7.1)

Corporate

(17,232)

(15,598)

(1,634)

10.5

Total

10,994

7.5

14,104

11.5

(3,110)

(22.1)

EBITDA

Three Months Ended March 31,

2026

% of Net

Revenue

2025

% of Net

Revenue

$ Change

% Change

EBITDA by segment:

Secure Card Solutions

21,648

19.7

16,543

20.3

5,105

30.9

Prepaid Solutions

5,211

23.6

9,121

34.1

(3,910)

(42.9)

Integrated Paytech

6,955

35.9

7,424

38.6

(469)

(6.3)

Corporate

(16,541)

(14,719)

(1,822)

12.4

Total

17,273

11.7

18,369

15.0

(1,096)

(6.0)

Reconciliation of Income (Loss) from

Operations by Segment to EBITDA by Segment

Three Months Ended March 31, 2026

Secure Card Solutions

Prepaid Solutions

Integrated Paytech

Corporate

Total

EBITDA by segment:

Income (loss) from operations

17,268

4,093

6,865

(17,232)

10,994

Depreciation and amortization

4,346

1,274

693

6,403

Other income (expense), net

(156)

—

(2)

(124)

EBITDA

21,648

5,211

6,955

(16,541)

17,273

Three Months Ended March 31, 2025

Secure Card Solutions

Prepaid Solutions

Integrated Paytech

Corporate

Total

EBITDA by segment:

Income (loss) from operations

14,310

7,999

7,393

(15,598)

14,104

Depreciation and amortization

2,240

1,116

860

4,247

Other (expense) income, net

(7)

—

EBITDA

16,543

9,121

7,424

(14,719)

18,369

* Calculation not meaningful

EXHIBIT E

CPI Card Group Inc. and Subsidiaries

Supplemental GAAP to Non-GAAP Reconciliation

(dollars in thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

EBITDA and Adjusted EBITDA:

Net income

2,056

4,774

Interest, net

7,656

7,685

Income tax expense

1,158

1,663

Depreciation and amortization

6,403

4,247

EBITDA

17,273

18,369

Adjustments to EBITDA:

Stock-based compensation expense

1,403

1,671

Acquisition and integration costs (1)

3,153

640

Restructuring and other charges (2)

1,172

482

Equity in losses of unconsolidated affiliates (3)

156

—

Subtotal of adjustments to EBITDA

5,884

2,793

Adjusted EBITDA

23,157

21,162

Net income margin (% of Revenue)

1.4%

3.9%

Net income growth (% Change 2026 vs. 2025)

(56.9)%

Adjusted EBITDA margin (% of Revenue)

15.7%

17.2%

Adjusted EBITDA growth (% Change 2026 vs. 2025)

9.4%

Three Months Ended March 31,

2026

2025

Free Cash Flow:

Cash provided by operating activities

13,648

5,593

Capital expenditures for plant, equipment and leasehold improvements, net

(3,513)

(5,301)

Free Cash Flow

10,135

292

(1) Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025.

(2) Balance includes expenses related to executive retention and severance. The 2025 balance also includes expenses related to production facility modernization efforts.

(3) On October 7, 2025, the Company entered into a strategic relationship with and acquired a 20% equity interest in Karta (Gift Card Co Pty Ltd), an Australia-based payments technology firm also backed by the Commonwealth Bank of Australia. This balance represents the Company’s equity in Karta’s net losses for the quarter ended March 31, 2026.

Last Twelve Months Ended

March 31,

December 31,

2026

2025

Reconciliation of net income to LTM EBITDA and Adjusted EBITDA:

Net income

12,232

14,950

Interest, net

32,437

32,466

Income tax expense

6,151

6,656

Depreciation and amortization

24,617

22,461

EBITDA

75,437

76,533

Adjustments to EBITDA:

Stock-based compensation expense

6,695

6,963

Acquisition and integration costs (1)

8,467

5,954

Restructuring and other charges (2)

4,406

3,716

Loss on debt extinguishment

287

Change in revenue recognition (3)

2,929

Equity in losses of unconsolidated affiliates (4)

290

134

Subtotal of adjustments to EBITDA

23,074

19,983

LTM Adjusted EBITDA

98,511

96,516

(1) Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025.

(2) Balance includes expenses related to executive retention and severance, as well as production facility modernization efforts.

(3) In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time.

(4) On October 7, 2025, the Company entered into a strategic relationship with and acquired a 20% equity interest in Karta (Gift Card Co Pty Ltd), an Australia-based payments technology firm also backed by the Commonwealth Bank of Australia. This balance represents the Company’s equity in Karta’s net losses for the quarter ended March 31, 2026.

As of

March 31,

December 31,

2026

2025

Calculation of Net Leverage Ratio:

Senior Notes

265,000

ABL Revolver

15,000

25,000

Finance lease obligations

31,261

31,058

Total debt

311,261

321,058

Less: Cash and cash equivalents

(19,296)

(21,700)

Total net debt (a)

291,965

299,358

LTM Adjusted EBITDA (b)

98,511

96,516

Net Leverage Ratio (a)/(b)

3.0

3.1

EXHIBIT F

CPI Card Group Inc. and Subsidiaries

Supplemental GAAP to Non-GAAP Reconciliation

(dollars in thousands)

(Unaudited)

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

As Reported

Impacts from Change in Revenue Recognition

As Adjusted

As Reported

Impacts from Change in Revenue Recognition

As Adjusted

Consolidated CPI

Revenue (1)

147,108

—

147,108

122,761

(296)

122,465

Revenue growth (% Change 2026 vs. 2025)

19.8%

20.1%

Secure Card Solutions

Revenue

109,851

—

109,851

81,642

(612)

81,030

Revenue growth (% Change 2026 vs. 2025)

34.6%

35.6%

Prepaid Solutions

Revenue

22,049

—

22,049

26,713

316

27,029

Revenue growth (% Change 2026 vs. 2025)

(17.5)%

(18.4)%

Integrated Paytech

Revenue

19,382

—

19,382

19,253

—

19,253

Revenue growth (% Change 2026 vs. 2025)

0.7%

(1) For the three months ended March 31, 2026 and 2025, consolidated revenue include $4,174 and $4,847 of intersegment eliminations, respectively.

EX-99.2

Filename: pmts-20260505xex99d2.htm · Sequence: 3

Exhibit 99.2

First Quarter

2026 Investor

Presentation

May 5, 2026

Cautionary Statements

Forward Looking Statements

Certain statements and information in this presentation (as well as information included 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, and Section 21E of the Securities 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,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking

statements, which are not historical in nature. These forward-looking statements, including statements about our strategic initiatives and market opportunities, including our financial outlook for 2026, the impact of our investments in Arroweye and other

solutions, and our qualitative color on our business in 2026 and beyond; are based on our current expectations and beliefs concerning future developments and their potential effect on us 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.

business spending, and a decline in consumer credit worthiness impacting demand for our products; the unpredictability of our operating results, including an inability to anticipate changes in customer inventory management practices and its impact on our

business; our failure to retain our existing key customers or identify and attract new customers; the highly competitive, saturated and consolidated nature of our marketplace; our inability to develop, introduce and commercialize new products and related

services, including due to our inability to undertake research and development activities; new and developing technologies that make our existing technology solutions and products obsolete or less relevant or our failure to introduce new products and

related services in a timely manner or at all; system security risks, data protection breaches and cyber-attacks; the usage, or lack thereof, of artificial intelligence technologies; disruptions, delays or other failures in our supply chain, including as a result of

inflationary pressures, single-source suppliers, failure or inability of suppliers to comply with our code of conduct or contractual requirements, trade restrictions, tariffs, foreign conflicts or political unrest in countries in which our suppliers operate, and our

inability to pass related costs on to our customers or difficulty meeting customers’ delivery expectations due to extended lead times; changes in U.S. and global trade policy and the impact of tariffs on our business and results of operations; interruptions in

our operations, including our information technology systems, or in the operations of the third parties that operate computing infrastructure on which we rely; defects in our software and computing systems; disruptions in production at one or more of our

facilities due to weather conditions, climate change, political instability, or social unrest; problems in production quality, materials and process and costs relating to product defects and any related product liability and/or warranty claims and damage to our

reputation; our inability to recruit, retain and develop qualified personnel, including key personnel, and implement effective succession processes; our substantial indebtedness, including the restrictive terms of our indebtedness and covenants of future

agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; our inability to make debt service payments or refinance such indebtedness; our inability to successfully execute on, integrate, or achieve the

anticipated benefits of acquisitions, including the acquisition of Arroweye Solutions, Inc. (“Arroweye”), or execute on divestitures, strategic relationships, or investments; our status as an accelerated filer and complying with the Sarbanes-Oxley Act of 2002

and the costs associated with such compliance and implementation of procedures thereunder; our failure to maintain effective internal control over financial reporting and risks relating to investor confidence in our financial reporting; environmental, social

and governance (“ESG”) preferences and demands of various stakeholders and the related impact on our ability to access capital, produce our products in conformity with stakeholder preferences, comply with stakeholder demands and comply with any

related legal or regulatory requirements or restrictions; negative perceptions of our products due to the impact of our products and production processes on the environment and other ESG-related risks; damage to our reputation or brand image; our

inability to adequately protect our trade secrets and intellectual property rights from misappropriation, infringement claims brought against us and risks related to open source software; our inability to renew licenses with key technology licensors; our

limited ability to raise capital, which may lead to delays in innovation or the abandonment of our strategic initiatives; costs and impacts related to additional tax collection efforts by states, unclaimed property laws, or future increases in U.S. federal or state

income taxes, resulting in additional expenses which we may be unable to pass along to our customers; our inability to realize the full value of our long-lived assets; costs and potential liabilities associated with compliance or failure to comply with laws and

regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security; our failure to operate our business in accordance with the Payment Card Industry Security Standards Council security

standards or other industry standards; the effects of ongoing foreign conflicts on the global economy; adverse conditions in the banking system and financial markets, including the failure of banks and financial institutions; our failure to comply with

environmental, health and safety laws and regulations that apply to our products and the raw materials we use in our production processes; (ii) risks relating to ownership of our common stock, such as those associated with concentrated ownership of our

stock by our significant stockholders and potential conflicts of interests with other stockholders; the impact of concentrated ownership of our common stock and the sale or perceived sale of a substantial amount of common stock on the trading volume and

market price of our common stock; potential conflicts of interest that may arise due to our Board of Directors being comprised in part of directors who are principals of or were nominated by our significant stockholders; the influence of securities analysts

over the trading market for and price of our common stock, particularly due to the lack of substantial research coverage of our common stock; the impact of stockholder activism or actual or threatened securities litigation on the trading price and volatility of

our common stock; certain provisions of our organizational documents and other contractual provisions that may delay or prevent a change in control and make it difficult for stockholders other than our significant stockholders to change the composition of

our Board of Directors; and (iii) general risks, such as relating to our ability to comply with a wide variety of complex evolving laws and regulations and the exposure to liability for any failure to comply; the effect of legal and regulatory proceedings and the

adequacy of our insurance policies; and other risks that are described in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 5, 2026, and our other reports filed from time to

time with the Securities and Exchange Commission (the “SEC”).

actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake 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.

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, LTM Adjusted EBITDA and Net Leverage Ratio. These non-GAAP financial measures are utilized by management in comparing our operating performance on a consistent basis

between fiscal periods and serve as a basis for certain Company compensation programs. We believe that these financial measures are appropriate to enhance an overall understanding of our underlying operating performance trends compared to

historical and prospective periods and our peers. Management also believes that these measures are useful to investors in their analysis of our results of operations and provide improved comparability between fiscal periods. Non-GAAP financial

measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Our non-GAAP measures may be different from similarly titled measures of other companies. Investors are encouraged

to review the reconciliation of these historical non-GAAP measures to their most directly comparable GAAP financial measures included in the appendix to this presentation.

Agenda

Overview and Strategy

Q1 Financial Review

2026 Outlook

Summary

Q & A

Overview

Q1 performance

Revenue increased 20% to $147 million

 Arroweye strong contribution

 Strong sales of contactless cards, including metal, and

personalization services

Net income decreased 57%, affected by integration costs

Adjusted EBITDA¹ increased 9%

Full year outlook affirmed

Strategy advanced

1) Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial

performance prepared in accordance with GAAP. See “Reconciliations of Non-GAAP

Financial Measures” at the end of this document for more information and reconciliations

to the most directly comparable GAAP financial measures.

Good start to 2026; on track for full year

expectations

Strategy

CPI is a payments technology company that provides a comprehensive range of physical and

digital solutions for thousands of customers

CPI’s Growth Pillars:

Proprietary Technology Platform

providing vast connections into the

U.S. payments ecosystem

Marketable Base of thousands of

deep and broad relationships across

the U.S. payments market

Proven track record of delivering

Evolving Payment Solutions that

reflect changing market needs

We will help our customers win by

expanding our growth pillars

2026 Q1

Financial Review

First Quarter Financial Highlights – Segment Revenue

$81.6

$109.9 $19.3 $19.4

Secure Card Solutions Prepaid Solutions Integrated Paytech

2025 2026 2025 2026 2025 2026

+ 35%

+ 1%

$26.7 $22.0

- 17%

First Quarter Financial Highlights

Revenue increase driven by the addition of Arroweye and

strong growth from contactless cards and personalization

services, partially offset by a decline in Prepaid sales

Gross margin decrease driven by increased production costs,

including higher depreciation and tariffs, and unfavorable sales

mix between segments

SG&A increase driven by integration costs, addition of

Arroweye operating expenses, higher employee incentive-based compensation, and higher technology spending

Net income decrease primarily due to Arroweye integration

costs

Adjusted EBITDA1 increase primarily from revenue growth,

including the addition of Arroweye

Commentary

1) Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial performance

prepared in accordance with GAAP. See “Reconciliations of Non-GAAP Financial Measures” at the

end of this document for more information and reconciliations to the most directly comparable GAAP

financial measures.

(in millions, except per share data) Q1 26 Q1 25 % Change

Revenue $ 147.1 $ 122.8 20%

Gross Profit $ 44.1 $ 40.7 8%

% Margin 30.0% 33.2%

SG&A (including D&A) $ 33.1 $ 26.6 25%

Net Income $ 2.1 $ 4.8 -57%

Net Income as a % of sales 1.4% 3.9%

Diluted EPS $ 0.17 $ 0.40 -56%

Adjusted EBITDA1 $ 23.2 $ 21.2 9%

% Margin 1 15.7% 17.2%

Balance Sheet, Liquidity, Net Leverage

and Cash Flow

($ in millions)

2026 Highlights:

Reduced ABL revolver borrowings by $10 million in the first

quarter

Cash provided by operating activities and Free Cash Flow2

increased significantly, driven by lower working capital usage,

with the Free Cash Flow2 improvement also aided by

decreased capital spending

Net Leverage Ratio¹ at 3.0x as of March 31, 2026

1) “Available Liquidity” is cash plus borrowing available on our ABL Revolver. “Net Leverage Ratio” is a Supplemental Financial Measure, see “Supplemental Financial Measures” at the end of this document for more information.

“Total Debt” includes finance leases.

2) Adjusted EBITDA (LTM) and Free Cash Flow are not measurements of financial performance prepared in accordance with GAAP. See “Reconciliations of Non-GAAP Financial Measures” at the end of this document for more

information and reconciliations to the most directly comparable GAAP financial measures.

Balance Sheet, Liquidity and Net Leverage Ratio Mar. 31,

2026

Dec. 31,

2025

Cash on hand $ 19.3 $ 21.7

Available Liquidity1 $ 101 $ 96

Total Debt1 $ 311.3 $ 321.1

Adjusted EBITDA (LTM)2 $ 98.5 $ 96.5

Net Leverage Ratio1 3.0x 3.1x

Cash Flow YTD 2026 YTD 2025

Cash provided by Operating Activities $ 13.6 $ 5.6

Capital Expenditures $ (3.5) $ (5.3)

Free Cash Flow2 $ 10.1 $ 0.3

Full-year outlook 2026

Revenue: high single-digit growth

 Growth expected from each segment; including 15%+ growth from Integrated Paytech

Adjusted EBITDA¹: low-to-mid single-digit growth

Continued investment in strategic initiatives

Free Cash Flow conversion similar to 2025 levels

Year-end net leverage between 2.5x and 3x

2026 Outlook

Good growth expected in 2026

1) Adjusted EBITDA is not a measurement of financial performance prepared in accordance with GAAP. We have provided non-GAAP Adjusted EBITDA expectations for 2026 because certain reconciling

items are dependent on future events that either cannot be controlled or cannot be reliably predicted because they are not part of the Company’s routine activities, any of which could be significant.

Summary

Good start to year; strong first quarter revenue

growth

On track to achieve full year outlook

Strong Q1 cash flow; Net Leverage Ratio

improvement

Advancing long-term strategy

The Contactless Indicator mark, consisting of four graduating arcs, is a

trademark owned by and used with permission of EMVCo, LLC.

Contact

(877) 369-9016

investorrelations@cpicardgroup.com

www.cpicardgroup.com

1,238 1,221 1,252 1,267 1,296 1,332 1,354 1,379 1,411 1,407 1,369 1,389 1,425

715 693 725 738 751 760 762 783 830 846 863 880 884

Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25

Debit Credit

2,253

2,116 2,162 2,241 2,232 2,269

1,953 1,914 1,977 2,005 2,092 2,047

Source: Visa and Mastercard Operational Performance Data

Cards in circulation have grown at a 6% CAGR over the last three years to 2.3B, up from 1.95B

2,309

Visa and Mastercard U.S. Cards in Circulation

Reconciliations of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA represents earnings before interest, taxes, depreciation and amortization.

Adjusted EBITDA is defined as EBITDA (which represents earnings before interest,

taxes, depreciation and amortization) adjusted for litigation; stock-based

compensation expense; restructuring and other charges, including executive

retention and severance and acquisition-related costs; costs related to production

facility modernization efforts; loss on debt extinguishment; gross profit related to the

impact from the accounting change related to revenue; and other items that are

unusual in nature, infrequently occurring or not considered part of our core

operations. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating

results and therefore reflects our financial performance based on operational factors,

excluding non-operational, unusual or non-recurring losses or gains. Adjusted

EBITDA has important limitations as an analytical tool, and you should not consider

it in isolation, or as a substitute for, analysis of our results as reported under GAAP.

For example, Adjusted EBITDA does not reflect: (a) our capital expenditures, future

requirements for capital expenditures or contractual commitments; (b) changes in, or

cash requirements for, our working capital needs; (c) the significant interest

expenses or the cash requirements necessary to service interest or principal

payments on our debt; (d) tax payments that represent a reduction in cash available

to us; (e) any cash requirements for the assets being depreciated and amortized that

may have to be replaced in the future; (f) the impact of earnings or charges resulting

from matters that we and the lender under our credit agreement may not consider

indicative of our ongoing operations; or (g) the impact of any discontinued

operations. In particular, our definition of Adjusted EBITDA allows us to add back

certain non-operating, unusual or non-recurring charges that are deducted in

calculating net income, even though these are expenses that may recur, vary greatly

and are difficult to predict and can represent the effect of long-term strategies as

opposed to short-term results. In addition, certain of these expenses represent the

reduction of cash that could be used for other purposes.

(1) Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025.

(2) Balance includes expenses related to executive retention and severance. The 2025 balance also includes expenses related to production

facility modernization efforts.

(3) On October 7, 2025, the Company entered into a strategic relationship with and acquired a 20% equity interest in Karta (Gift Card Co Pty Ltd),

an Australia-based payments technology firm also backed by the Commonwealth Bank of Australia. This balance represents the Company’s

equity in Karta’s net losses for the quarter ended March 31, 2026.

Reconciliation of net income to EBITDA and Adjusted

EBITDA:

Net income $ 2.1 $ 4.8

Interest, net 7.7 7.7

Income tax expense 1.2 1.7

Depreciation and amortization 6.4 4.2

EBITDA $ 17.3 $ 18.4

Adjustments to EBITDA:

Stock-based compensation expense $ 1.4 $ 1.7

Acquisition and integration costs (1) 3.2 0.6

Restructuring and other charges (2) 1.2 0.5

Equity in losses of unconsolidated affiliates (3) 0.2 —

Subtotal of adjustments to EBITDA $ 5.9 $ 2.8

Adjusted EBITDA $ 23.2 $ 21.2

Net income margin (% of Revenue) 1.4% 3.9%

Net income growth (% Change 2025 vs. 2024) (56.9)%

Adjusted EBITDA margin (% of Revenue) 15.7% 17.2%

Adjusted EBITDA growth (% Change 2025 vs. 2024) 9.4%

($ in millions)

Three Months Ended March 31,

2026 2025

Reconciliations of Non-GAAP Financial Measures

LTM Adjusted EBITDA

We define LTM Adjusted EBITDA as adjusted EBITDA

(defined previously) for the last twelve months.

Free Cash Flow

We define Free Cash Flow as cash flow from

operating activities less capital expenditures. We

use this metric in analyzing our ability to service

and repay our debt. However, this measure does

not represent funds available for investment or

other discretionary uses since it does not deduct

cash used to make principal payments on

outstanding debt and financing lease liabilities.

(1) Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred

on May 6, 2025.

(2) Balance includes expenses related to executive retention and severance, as well as production facility

modernization efforts.

(3) In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition

accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time.

(4) On October 7, 2025, the Company entered into a strategic relationship with and acquired a 20% equity

interest in Karta (Gift Card Co Pty Ltd), an Australia-based payments technology firm also backed by the

Commonwealth Bank of Australia. This balance represents the Company’s equity in Karta’s net losses for

the quarter ended March 31, 2026.

Reconciliation of net income to LTM EBITDA and Adjusted EBITDA:

Net income $ 12.2 $ 15.0

Interest, net 32.4 32.5

Income tax expense 6.2 6.7

Depreciation and amortization 24.6 22.5

EBITDA $ 75.4 $ 76.5

Adjustments to EBITDA:

Stock-based compensation expense $ 6.7 $ 7.0

Acquisition and integration costs (1) 8.5 6.0

Restructuring and other charges (2) 4.4 3.7

Loss on debt extinguishment 0.3 0.3

Change in revenue recognition (3) 2.9 2.9

Equity in losses of unconsolidated affiliates (4) 0.3 0.1

Subtotal of adjustments to EBITDA $ 23.1 $ 20.0

LTM Adjusted EBITDA $ 98.5 $ 96.5

March 31, 2026 December 31, 2025

($ in millions)

Last Twelve Months Ended

Reconciliation of cash provided by operating activities - (GAAP) to Free

Cash Flow:

Cash provided by operating activities $ 13.6 $ 5.6

Capital expenditures for plant, equipment and leasehold improvements, net (3.5) (5.3)

Free Cash Flow $ 10.1 $ 0.3

($ in millions)

Three Months Ended March 31,

2026 2025

Supplemental Financial Measures

Net Leverage Ratio

Management and various investors use the ratio of debt

principal outstanding, plus finance lease obligations, less

cash divided by LTM Adjusted EBITDA, or “Net Leverage

Ratio,” as a measure of our financial strength when

making key investment decisions and evaluating us

against peers.

Calculation of Net Leverage Ratio:

Senior Notes $ 265.0 $ 265.0

ABL Revolver 15.0 25.0

Finance lease obligations 31.3 31.1

Total debt 311.3 321.1

Less: Cash and cash equivalents (19.3) (21.7)

Total net debt (a) $ 292.0 $ 299.4

LTM Adjusted EBITDA (b) $ 98.5 $ 96.5

Net Leverage Ratio (a)/(b) 3.0 3.1

As of

March 31, 2026 December 31, 2025

($ in millions)

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