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  4. [8-K] OneSpan Inc. Reports Material Event

OneSpan authorizes $50M share repurchase plan

OneSpan Inc. has approved a new stock repurchase program authorizing the buyback of up to $50 million of its common shares on or prior to May 7, 2028.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OneSpan Inc. has approved a new stock repurchase program authorizing the buyback of up to $50 million of its common shares on or prior to May 7, 2028. This new plan replaces the prior program adopted in May 2024. Repurchases are entirely at the company’s discretion and may be carried out through open market purchases, tender offers, or privately negotiated transactions, depending on market conditions and other business considerations. The Board may modify, suspend, or terminate the program at any time.

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Insights

OneSpan creates a flexible $50M buyback framework but with no commitment.

OneSpan has authorized a new stock repurchase program of up to $50 million in common stock, effective through May 7, 2028. The prior program from May 9, 2024 has been terminated and replaced.

The company emphasizes discretion: it is not required to buy any specific number of shares, and activity will depend on market conditions, share price, trading volume, legal constraints, and other management considerations. Repurchases may use open market trades, tender offers, or privately negotiated deals.

Because the program can be modified, suspended, or terminated at any time, actual capital deployment will be visible only in future disclosures. The structure mainly signals that the Board has authorized buybacks as a potential use of capital, rather than a binding commitment.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Buyback authorization $50 million Maximum aggregate amount of common stock repurchases under new program
Program end date May 7, 2028 Latest date by which repurchases may be made
Prior program adoption date May 9, 2024 Date the terminated repurchase program was originally adopted
Board action date May 7, 2026 Date the Board terminated the old program and approved the new one
stock repurchase program financial
"terminated the stock repurchase program adopted by the Board on May 9, 2024 and adopted a new stock repurchase program"
A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.
open market transactions financial
"Share purchases under Repurchase Program may take place in open market transactions, through tender offers, or in privately negotiated transactions"
Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.
tender offers financial
"may take place in open market transactions, through tender offers, or in privately negotiated transactions"
A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.
privately negotiated transactions financial
"open market transactions, through tender offers, or in privately negotiated transactions and may be made from time to time"
Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OneSpan (OSPN) announce in its latest 8-K?
OneSpan announced a new stock repurchase program authorizing buybacks of up to $50 million of common stock through May 7, 2028. This new program replaces the company’s prior repurchase plan adopted on May 9, 2024.

How large is OneSpan’s new stock repurchase program?
The new program authorizes OneSpan to repurchase up to $50 million of its issued and outstanding common shares. This limit excludes any related fees, commissions, or expenses associated with executing share repurchases under the program.

When does OneSpan’s $50 million buyback program expire?
The repurchase authorization runs through May 7, 2028. Until that date, OneSpan may choose to buy back shares, but the Board can modify, suspend, or terminate the program at any time before its stated end.

Is OneSpan required to repurchase a specific number of shares?
No, OneSpan is not obligated to repurchase any specific number of shares under the program. The company will decide timing and amounts based on market conditions, share price, trading volume, legal requirements, and other management considerations.

How can OneSpan execute share repurchases under this program?
Repurchases may occur through open market transactions, tender offers, or privately negotiated transactions. The chosen method will depend on factors such as market conditions, pricing, liquidity, and regulatory or credit considerations at the time.

What happened to OneSpan’s previous stock repurchase program?
The Board of Directors terminated the prior stock repurchase program that was adopted on May 9, 2024. On May 7, 2026, the Board simultaneously adopted the new $50 million repurchase program described in this 8-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000104477700010447772026-05-072026-05-07

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 7, 2026
________________________________________________
OneSpan Inc.
(Exact name of registrant as specified in charter)
________________________________________________
Delaware000-2438936-4169320
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1 Marina Park Drive, Unit 1410
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 766-4001
N/A
(Former name, former address and former fiscal year, if changed since last report)
________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common SharesOSPNNASDAQ
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 (see General Instruction A.2. below):
☐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))
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   o
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.   o


Item 8.01 Other Events

On May 7, 2026, the Board of Directors (the “Board”) of OneSpan Inc. (the “Company”) terminated the stock repurchase program adopted by the Board on May 9, 2024 and adopted a new stock repurchase program (the “Repurchase Program”) under which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding shares of common stock, exclusive of any fees, commissions, or other expenses related to such repurchases, on or prior to May 7, 2028. The Repurchase Program does not require the Company to acquire a specific number of shares, and the Repurchase Program may be modified, suspended from time to time, or terminated.

Share purchases under Repurchase Program may take place in open market transactions, through tender offers, or in privately negotiated transactions and may be made from time to time depending on market conditions, share price, trading volume, and other factors. The timing of any repurchases and the amount of common stock repurchased in any transaction is subject to the Company’s sole discretion and will depend upon market and business conditions, applicable legal and credit requirements and other considerations that management considers relevant.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 11, 2026OneSpan Inc.
/s/ Jorge Martell
Jorge Martell
Chief Financial Officer
(Principal Financial and Accounting Officer)

Source: View Original Filing on SEC EDGAR

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