CPI Card Group Inc. Reports Third Quarter 2025 Results

LITTLETON, Colo.--( BUSINESS WIRE)--CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company providing a comprehensive range of payment cards and related digital solutions, today reported financial results for the quarter ended September 30, 2025, and updated its financial outlook for 2025.

CPI’s third quarter net sales increased 11% to $138.0 million compared to a strong quarter in the prior year period. Growth was driven by the addition of Arroweye and increased sales from the instant issuance solutions business, partially offset by a decline in Prepaid sales.

Net income in the quarter increased 78% to $2.3 million, primarily due to costs related to debt retirement in the prior year period, and Adjusted EBITDA decreased 7% to $23.4 million, primarily due to lower gross margins, including the impact of tariff expenses in the current year period.

“We gained share with our core payment solutions and the Arroweye business continues to perform well,” said John Lowe, President and Chief Executive Officer. “Our Card@Once business also once again delivered strong growth, as we further penetrated the market with our leading SaaS-based solution.”

Lowe added, “We also continue to advance our strategic growth initiatives, and we expect to derive significant benefits from areas such as prepaid and instant issuance expansion and digital payment solutions penetration in the coming quarters and years.”

CPI updated its 2025 full year outlook, refining the net sales outlook to low double-digit to low teens growth and adjusting the Adjusted EBITDA outlook to a range of flat to low single-digit growth. The previous outlook was low double-digit to mid-teens net sales growth and mid-to-high single digit Adjusted EBITDA growth. The change from the prior outlook was driven by projected sales mix impacts in the Debit and Credit segment and order timing in the Prepaid segment.

The Company believes long-term growth trends for the U.S. card market remain strong, led by ongoing consumer card growth. Based on figures released by the networks, Visa and Mastercard ® U.S. debit and credit cards in circulation increased at a compound annual growth rate of 7% for the three-year period ending June 30, 2025.

2025 Business Highlights

Third Quarter 2025 Financial Highlights

Net sales increased 11% to $138.0 million in the third quarter of 2025, compared to the prior year period.

Gross profit decreased 8% to $41.0 million and gross profit margin of 29.7% decreased from 35.8% in the prior year third quarter, as benefits from increased sales were offset by unfavorable sales mix and increased production costs, including the impact of tariffs and higher depreciation expense.

Income from operations decreased 27% to $13.0 million, primarily due to lower gross profit and acquisition and integration costs, and net income increased 78% to $2.3 million, or $0.19 diluted earnings per share, primarily due to debt retirement costs in the prior year period. Adjusted EBITDA decreased 7% to $23.4 million, as benefits from increased sales were offset by the impact of unfavorable sales mix and tariff expenses.

Year-to-date 2025 Financial Highlights

Net sales increased 10% year-over-year to $390.5 million in the first nine months of 2025, or 13% excluding the impact of the accounting change implemented in the second quarter related to revenue recognition timing for work-in-process orders.

Gross profit decreased 5% to $121.8 million and gross profit margin of 31.2% decreased from 36.2% in the prior year, as benefits of operating leverage from increased sales were offset by impacts from unfavorable sales mix and increased production costs, including the impact of tariffs and higher depreciation expense.

Income from operations decreased 22% to $36.5 million and net income decreased 40% to $7.6 million, or $0.64 diluted earnings per share, primarily due to lower gross profit and Arroweye acquisition and integration costs, with the net income impact partially offset by lower debt retirement costs. Adjusted EBITDA decreased 4% to $67.1 million, as benefits from increased sales were offset by the impact of unfavorable sales mix and tariff expenses.

Balance Sheet, Liquidity and Cash Flow

The Company generated cash from operating activities of $19.9 million in the first nine months of 2025, which compared to $16.7 million in the prior year period; and Free Cash Flow of $6.1 million, which compared to $12.5 million in the prior year. The increase in operating cash flow was primarily driven by decreased working capital usage, while Free Cash Flow declined due to a $9.6 million increase in capital expenditures, including spending related to the new Indiana secure card production facility.

As of September 30, 2025, the Company had $16.0 million of cash and cash equivalents, $265 million of 10% Senior Secured Notes due 2029, and $47 million of borrowings from the ABL revolving credit facility outstanding, with a Net Leverage Ratio of 3.6x. During the third quarter, the Company retired $20 million principal of its 10% Senior Notes through the exercise of an optional redemption feature.

“We will continue to focus on improving margins, achieving synergies from the Arroweye acquisition, and reducing net leverage,” said Jeff Hochstadt, Chief Financial Officer of CPI. “We believe key investments in 2025 will help us progress these objectives, including driving strong cash flow and lower net leverage in future years.”

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 2025

The Company updated its outlook for 2025:

The change from the prior outlook was driven by projected sales mix impacts in the Debit and Credit segment and order timing in the Prepaid segment. The outlook reflects a stable economic environment and the impact of currently announced tariffs. The outlook does not reflect potential impact from proposed chip tariffs, as details of the proposed tariffs, including timing and exemptions, have not been announced.

Conference Call and Webcast

CPI Card Group Inc. will hold a conference call on November 4, 2025 at 9:00 a.m. Eastern Time to review its third 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 Q3 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 November 11, 2025 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, all reported on a continuing operations basis: Net Sales 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.

Net Sales excluding the Impact of an Accounting Change

Net Sales excluding the Impact of an Accounting Change has been presented in Exhibit F and defined as net sales 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 (net sales 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 presented on a continuing operations basis and is defined as EBITDA (which represents earnings before interest, taxes, depreciation and amortization) adjusted for litigation; stock-based compensation expense; estimated sales tax 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; foreign currency gain or loss, 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 lenders 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 net sales.

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 2025

We have provided Adjusted EBITDA expectations for 2025 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 Card Group Inc.

CPI Card Group is a payments technology company providing a comprehensive range of payment cards and related digital solutions. 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, our network of technology and card service providers, and our high-security production and card services facilities, all located in the United States. CPI is committed to exceeding our customers’ expectations, transforming our industry, and enhancing the way people pay every day. 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 2025, the impact of our investments in Arroweye and other solutions, and our qualitative color on our business in 2025 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 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 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. 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, 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; the effects of climate change on our business; 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 trade restrictions, delays or interruptions in our ability to source raw materials and components used in our products from foreign countries; 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, 2024 filed with the SEC on March 4, 2025, in Part II, Item 1A, Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 7, 2025, 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. Earnings Release Supplemental Financial Information

Exhibit A

Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited for the three and nine months ended September 30, 2025 and 2024

Exhibit B

Condensed Consolidated Balance Sheets – Unaudited as of September 30, 2025 and December 31, 2024

Exhibit C

Condensed Consolidated Statements of Cash Flows – Unaudited for the nine months ended September 30, 2025 and 2024

Exhibit D

Segment Summary Information – Unaudited for the three and nine months ended September 30, 2025 and 2024

Exhibit E

Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three and nine months ended September 30, 2025 and 2024

Exhibit F

Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three and nine months ended September 30, 2025 and 2024

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

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Net sales:

Products

84,453

69,648

234,578

191,650

Services

53,513

55,103

155,902

163,855

Total net sales

137,966

124,751

390,480

355,505

Cost of sales:

Products (exclusive of depreciation and amortization shown below)

59,161

44,199

160,424

123,894

Services (exclusive of depreciation and amortization shown below)

33,201

32,927

96,377

94,599

Depreciation and amortization

4,611

2,927

11,870

8,408

Total cost of sales

96,973

80,053

268,671

226,901

Gross profit

40,993

44,698

121,809

128,604

Operating expenses:

Selling, general and administrative (exclusive of depreciation and amortization shown below)

26,471

25,674

81,257

77,942

Depreciation and amortization

1,504

1,226

4,007

3,810

Total operating expenses

27,975

26,900

85,264

81,752

Income from operations

13,018

17,798

36,545

46,852

Other expense, net:

Interest, net

(8,746

)

(13,458

)

(24,500

)

(26,413

)

Loss on debt extinguishment

(287

)

(2,987

)

(287

)

(2,987

)

Other expense, net

(242

)

(534

)

(237

)

(677

)

Total other expense, net

(9,275

)

(16,979

)

(25,024

)

(30,077

)

Income before income taxes

3,743

819

11,521

16,775

Income tax (expense) benefit

(1,435

)

474

(3,921

)

(4,026

)

Net income

2,308

1,293

7,600

12,749

Basic and diluted earnings per share:

Basic earnings per share

0.20

0.12

0.67

1.14

Diluted earnings per share

0.19

0.11

0.64

1.08

Basic weighted-average shares outstanding

11,353,329

11,107,126

11,298,986

11,141,264

Diluted weighted-average shares outstanding

11,853,630

11,872,783

11,937,369

11,856,404

Comprehensive income:

Net income

2,308

1,293

7,600

12,749

Total comprehensive income

2,308

1,293

7,600

12,749

EXHIBIT B

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)

September 30,

December 31,

2025

2024

Assets

Current assets:

Cash and cash equivalents

15,955

33,544

Accounts receivable, net

90,773

85,491

Inventories, net

85,128

72,660

Prepaid expenses and other current assets

19,487

11,347

Total current assets

211,343

203,042

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

106,303

68,648

Intangible assets, net

19,744

10,492

Goodwill

50,648

47,150

Other assets

19,022

20,325

Total assets

407,060

349,657

Liabilities and stockholders’ deficit

Current liabilities:

Accounts payable

29,387

16,123

Accrued expenses

49,465

57,979

Deferred revenue and customer deposits

3,602

1,485

Total current liabilities

82,454

75,587

Long-term debt

308,433

280,405

Deferred income taxes

3,224

3,318

Other long-term liabilities

38,608

25,968

Total liabilities

432,719

385,278

Commitments and contingencies

Stockholders’ deficit:

Series A Preferred Stock; $0.001 par value—100,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024

—

Common stock; $0.001 par value—100,000,000 shares authorized; 11,387,538 and 11,240,507 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Capital deficit

(103,067

)

(105,429

)

Accumulated earnings

77,397

69,797

Total stockholders’ deficit

(25,659

)

(35,621

)

Total liabilities and stockholders’ deficit

407,060

349,657

EXHIBIT C

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Nine Months Ended September 30,

2025

2024

Operating activities

Net income

7,600

12,749

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

Depreciation expense

12,730

9,448

Amortization expense

3,147

2,770

Stock-based compensation expense

4,537

6,936

Amortization of debt issuance costs

983

1,206

Loss on early extinguishment of debt

887

8,763

Deferred income taxes and other, net

4,245

(1,781

)

Changes in operating assets and liabilities:

Accounts receivable, net

4,150

(5,878

)

Inventories

(9,126

)

(21,964

)

Prepaid expenses and other assets

1,177

(19,343

)

Income taxes, net

(5,178

)

(602

)

Accounts payable

8,834

8,326

Accrued expenses and other liabilities

(16,192

)

15,396

Deferred revenue and customer deposits

2,117

626

Cash provided by operating activities

19,911

16,652

Investing activities

Capital expenditures for plant, equipment and leasehold improvements, net

(13,777

)

(4,199

)

Cash paid for acquisition, net of cash acquired

(42,442

)

—

Other

Cash used in investing activities

(56,169

)

(4,198

)

Financing activities

Proceeds from borrowings on debt

67,000

293,000

Payments on debt

(40,000

)

(275,897

)

Payments on finance leases and other obligations

(5,967

)

(3,688

)

Common stock repurchased

—

(8,678

)

Debt issuance costs

(264

)

(6,583

)

Payment for debt early redemption premium

(600

)

(5,776

)

Taxes withheld and paid on stock-based compensation awards

(1,500

)

(2,595

)

Cash provided by (used in) financing activities

18,669

(10,217

)

Net (decrease) increase in cash and cash equivalents

(17,589

)

2,237

Cash and cash equivalents, beginning of period

33,544

12,413

Cash and cash equivalents, end of period

15,955

14,650

Supplemental disclosures of cash flow information

Cash paid (refunded) during the period for:

Interest

31,099

25,128

Income taxes paid

6,441

8,247

Income taxes refunded

(60

)

(409

)

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

Operating leases

11,703

1,292

Financing leases

11,128

5,690

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

2,525

1,527

EXHIBIT D

CPI Card Group Inc. and Subsidiaries

Segment Summary Information

For the Three Months Ended September 30, 2025 and 2024

(dollars in thousands)

(Unaudited)

Net Sales

Three Months Ended September 30,

2025

2024

$ Change

% Change

Net sales by segment:

Debit and Credit

115,272

99,755

15,517

15.6

Prepaid Debit

23,335

25,173

(1,838

)

(7.3

)

Eliminations

(641

)

(177

)

(464

)

Total

137,966

124,751

13,215

10.6

* Calculation not meaningful

Nine Months Ended September 30,

2025

2024

$ Change

% Change

Net sales by segment:

Debit and Credit

322,549

283,348

39,201

13.8

Prepaid Debit

69,270

73,186

(3,916

)

(5.4

)

Eliminations

(1,339

)

(1,029

)

(310

)

Total

390,480

355,505

34,975

9.8

Gross Profit

Three Months Ended September 30,

2025

% of Net

Sales

2024

% of Net

Sales

$ Change

% Change

Gross profit by segment:

Debit and Credit

33,944

29.4

36,131

36.2

(2,187

)

(6.1

)

Prepaid Debit

7,049

30.2

8,567

34.0

(1,518

)

(17.7

)

Total

40,993

29.7

44,698

35.8

(3,705

)

(8.3

)

Nine Months Ended September 30,

2025

% of Net

Sales

2024

% of Net

Sales

$ Change

% Change

Gross profit by segment:

Debit and Credit

99,847

31.0

101,790

35.9

(1,943

)

(1.9

)

Prepaid Debit

21,962

31.7

26,814

36.6

(4,852

)

(18.1

)

Total

121,809

31.2

128,604

36.2

(6,795

)

(5.3

)

Income from Operations

Three Months Ended September 30,

2025

% of Net

Sales

2024

% of Net

Sales

$ Change

% Change

Income (loss) from operations by segment:

Debit and Credit

21,277

18.5

27,035

27.1

(5,758

)

(21.3

)

Prepaid Debit

5,883

25.2

7,111

28.2

(1,228

)

(17.3

)

Other

(14,142

)

(16,348

)

2,206

13.5

Total

13,018

9.4

17,798

14.3

(4,780

)

(26.9

)

Nine Months Ended September 30,

2025

% of Net

Sales

2024

% of Net

Sales

$ Change

% Change

Income (loss) from operations by segment:

Debit and Credit

66,033

20.5

75,178

26.5

(9,145

)

(12.2

)

Prepaid Debit

18,053

26.1

22,765

31.1

(4,712

)

(20.7

)

Other

(47,541

)

(51,091

)

3,550

6.9

Total

36,545

9.4

46,852

13.2

(10,307

)

(22.0

)

EBITDA

Three Months Ended September 30,

2025

% of Net

Sales

2024

% of Net

Sales

$ Change

% Change

EBITDA by segment:

Debit and Credit

25,152

21.8

29,264

29.3

(4,112

)

(14.1

)

Prepaid Debit

7,016

30.1

8,171

32.5

(1,155

)

(14.1

)

Other

(13,564

)

(19,005

)

5,441

28.6

Total

18,604

13.5

18,430

14.8

174

0.9

Nine Months Ended September 30,

2025

% of Net

Sales

2024

% of Net

Sales

$ Change

% Change

EBITDA by segment:

Debit and Credit

75,667

23.5

81,731

28.8

(6,064

)

(7.4

)

Prepaid Debit

21,434

30.9

25,589

35.0

(4,155

)

(16.2

)

Other

(45,203

)

(51,914

)

6,711

12.9

Total

51,898

13.3

55,406

15.6

(3,508

)

(6.3

)

Reconciliation of Income (Loss) from

Operations by Segment to EBITDA by Segment

Three Months Ended September 30, 2025

Debit and Credit

Prepaid Debit

Other

Total

EBITDA by segment:

Income (loss) from operations

21,277

5,883

(14,142

)

13,018

Depreciation and amortization

4,113

1,134

868

6,115

Other income (expenses)

(238

)

(290

)

(529

)

EBITDA

25,152

7,016

(13,564

)

18,604

Three Months Ended September 30, 2024

Debit and Credit

Prepaid Debit

Other

Total

EBITDA by segment:

Income (loss) from operations

27,035

7,111

(16,348

)

17,798

Depreciation and amortization

2,198

1,061

894

4,153

Other income (expenses)

)

(3,551

)

(3,521

)

EBITDA

29,264

8,171

(19,005

)

18,430

Nine Months Ended September 30, 2025

Debit and Credit

Prepaid Debit

Other

Total

EBITDA by segment:

Income (loss) from operations

66,033

18,053

(47,541

)

36,545

Depreciation and amortization

9,912

3,376

2,589

15,877

Other income (expenses)

(278

)

(251

)

(524

)

EBITDA

75,667

21,434

(45,203

)

51,898

Nine Months Ended September 30, 2024

Debit and Credit

Prepaid Debit

Other

Total

EBITDA by segment:

Income (loss) from operations

75,178

22,765

(51,091

)

46,852

Depreciation and amortization

6,585

2,827

2,806

12,218

Other income (expenses)

(32

)

(3,629

)

(3,664

)

EBITDA

81,731

25,589

(51,914

)

55,406

EXHIBIT E

CPI Card Group Inc. and Subsidiaries

Supplemental GAAP to Non-GAAP Reconciliation

(dollars in thousands)

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

EBITDA and Adjusted EBITDA:

Net income

2,308

1,293

7,600

12,749

Interest, net (1)

8,746

13,458

24,500

26,413

Income tax expense (benefit)

1,435

(474

)

3,921

4,026

Depreciation and amortization

6,115

4,153

15,877

12,218

EBITDA

18,604

18,430

51,898

55,406

Adjustments to EBITDA:

Stock-based compensation expense

1,499

1,782

4,537

6,936

Acquisition and integration costs (2)

1,849

—

4,110

—

Restructuring and other charges (3)

1,190

1,881

3,317

4,639

Loss on debt extinguishment (4)

287

2,987

287

2,987

Change in revenue recognition (5)

—

2,929

—

Subtotal of adjustments to EBITDA

4,825

6,650

15,180

14,562

Adjusted EBITDA

23,429

25,080

67,078

69,968

Net income margin (% of Net sales)

1.7

1.0

1.9

3.6

Net income growth (% Change 2025 vs. 2024)

78.5

(40.4

Adjusted EBITDA margin (% of Net sales)

17.0

20.1

17.2

19.7

Adjusted EBITDA growth (% Change 2025 vs. 2024)

(6.6

(4.1

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Free Cash Flow:

Cash provided by operating activities

9,974

12,544

19,911

16,652

Capital expenditures for plant, equipment and leasehold improvements, net

(4,665

)

(1,455

)

(13,777

)

(4,199

)

Free Cash Flow

5,309

11,089

6,134

12,453

(1)

The 2024 balance includes the payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026.

(2)

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

(3)

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

(4)

In July 2024, the Company redeemed the entire principal balance of $267.9 million of the 8.625% Senior Secured Notes due 2026 and also repaid in full and terminated a prior Credit Agreement with Wells Fargo Bank, N.A. entered into in March 2021, and expensed the remaining unamortized deferred financing costs. Additionally, the Company redeemed a portion of the 8.625% Senior Secured Notes due 2026 in 2023 and expensed the associated portion of the unamortized deferred financing costs.

(5)

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.

Last Twelve Months Ended

September 30,

December 31,

2025

2024

Reconciliation of net income to LTM EBITDA and Adjusted EBITDA:

Net income

14,372

19,521

Interest, net (1)

32,174

34,087

Income tax expense

5,401

5,506

Depreciation and amortization

20,079

16,420

EBITDA

72,026

75,534

Adjustments to EBITDA:

Stock-based compensation expense

6,146

8,545

Acquisition and integration costs (2)

4,110

—

Restructuring and other charges (3)

3,488

4,810

Loss on debt extinguishment (4)

287

2,987

Change in revenue recognition (5)

2,929

—

Subtotal of adjustments to EBITDA

16,960

16,342

LTM Adjusted EBITDA

88,986

91,876

As of

September 30,

December 31,

2025

2024

Calculation of Net Leverage Ratio:

Senior Notes

265,000

285,000

ABL Revolver

47,000

—

Finance lease obligations

28,569

22,801

Total debt

340,569

307,801

Less: Cash and cash equivalents

(15,955

)

(33,544

)

Total net debt (a)

324,614

274,257

LTM Adjusted EBITDA (b)

88,986

91,876

Net Leverage Ratio (a)/(b)

3.6

3.0

(1)

The 2024 balance includes the payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026.

(2)

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

(3)

Balance includes executive retention and severance costs, expenses related to production facility modernization efforts, and expenses paid by the Company on behalf of the significant stockholders that entered into an underwriting agreement for the sale of an aggregate of 1,380,000 shares of CPI common stock to the public.

(4)

(5)

EXHIBIT F

CPI Card Group Inc. and Subsidiaries

Supplemental GAAP to Non-GAAP Reconciliation

(dollars in thousands)

(Unaudited)

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

As Reported

Impacts from Change in Revenue Recognition

As Adjusted

As Reported

Impacts from Change in Revenue Recognition

As Adjusted

Consolidated CPI

Net Sales (1)

137,966

—

137,966

124,751

203

124,954

Net sales growth (% Change 2025 vs. 2024)

10.6

10.4

Debit and Credit

Net Sales

115,272

—

115,272

99,755

(110

)

99,645

Net sales growth (% Change 2025 vs. 2024)

15.6

15.7

Prepaid Debit

Net Sales

23,335

—

23,335

25,173

313

25,486

Net sales growth (% Change 2025 vs. 2024)

(7.3

(8.4

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

As Reported

Impacts from Change in Revenue Recognition

As Adjusted

As Reported

Impacts from Change in Revenue Recognition

As Adjusted

Consolidated CPI

Net Sales (1)

390,480

7,427

397,907

355,505

(3,518

)

351,987

Net sales growth (% Change 2025 vs. 2024)

9.8

13.0

Debit and Credit

Net Sales

322,549

2,059

324,608

283,348

370

283,718

Net sales growth (% Change 2025 vs. 2024)

13.8

14.4

Prepaid Debit

Net Sales

69,270

5,368

74,638

73,186

(3,888

)

69,298

Net sales growth (% Change 2025 vs. 2024)

(5.4

7.7

(1)

For the three months ended September 30, 2025 and 2024, consolidated net sales include $641 and $177 of intersegment eliminations, respectively. For the nine months ended September 30, 2025 and 2024, consolidated net sales include $1,339 and $1,029 of intersegment eliminations, respectively.