Amendments to Bylaws Form 8 K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 10, 2024, in connection with a periodic review of the Third Amended and Restated Bylaws of CPI Card Group Inc. (the "Company"), the Board of Directors adopted and approved the Company's Fourth Amended and Restated Bylaws (the "Fourth A&R Bylaws"), effective immediately. The amendments contained in the Fourth A&R Bylaws: (i) align the Company's bylaws with developments in Delaware law and current practice; (ii) modify the provisions relating to adjournment procedures at stockholder meetings and lists of stockholders entitled to vote at stockholder meetings; (iii) revise and clarify procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals made in connection with annual and special meetings of stockholders; (iv) address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules"), including providing the Company a remedy if a stockholder fails to satisfy the requirements of the Universal Proxy Rules, requiring nominating stockholders to make a representation as to whether they intend to solicit proxies under the Universal Proxy Rules and to notify the Company of any change in such intent within two business days, and requiring stockholders intending to use the Universal Proxy Rules to provide upon the Company's request reasonable evidence of the satisfaction of the requirements of the Universal Proxy Rules at least five business days before the applicable meeting; (v) require that all director nominees make themselves available to be interviewed by the Board or any Board committee within ten days following any reasonable request therefor from the Board or any Board committee; and (vi) make administrative and ministerial language updates.

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The foregoing description of the amendments is qualified by reference to the text of the Fourth A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.

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