Item 7.01. Regulation FD Disclosure.*

On January 2, 2020, the United States District Court for the District of Delaware granted preliminary approval of the settlement in the stockholder derivative action captioned Heckermann v. Montross et al., C.A. No. 1:17-cv-01673-CFC. The settlement will resolve all claims that were or could have been asserted in the litigation, and CPI Card Group Inc. (the "Company") and the named defendants denied and continue to deny any liability or wrongdoing in connection with the allegations contained in the lawsuit. Under the settlement, CPI will implement certain corporate governance reforms and CPI's insurer will pay fees and expenses awarded to the plaintiff's counsel. There is no further monetary settlement. The derivative action was filed in late 2017 and related to CPI's initial public offering in 2015.

The settlement is subject to final court approval.

Pursuant to the Order granting preliminary approval, the Company is publishing the Notice of Settlement to CPI Stockholders (the "Notice"), attached hereto as Exhibit 99.1. The Stipulation and Agreement of Settlement is attached hereto as Exhibit 99.2 (the "Stipulation"). The Notice and the Stipulation are available for review on the Company's investor relations website at https://investor.cpicardgroup.com/home/. The contents of the Company's website shall not be deemed to be incorporated by reference into this Item 7.01.





Item 9.01(d)     Exhibits



Exhibit 99.1*      Notice of Settlement to CPI Stockholders dated January 10, 2020.
Exhibit 99.2*      Stipulation and Agreement of Settlement dated December 18, 2019.

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* The information furnished under 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.





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