OneSpan (OSPN) insider filing: CEO boosts stake via RSU conversion

Rhea-AI Filing Summary

OneSpan Inc. (OSPN) CEO & President Victor Limongelli reported routine equity-award activity on Form 4. On 31 Jul 2025 he:

• Exercised/vested 133,333 restricted stock units (33,333 time-based; 100,000 performance-based) into common shares (Code M).
• Surrendered 67,707 shares to satisfy withholding taxes at $14.75 per share (Code F).

Net effect: direct holdings rose by 65,626 shares to 65,626. Remaining unvested awards total 266,667 RSUs—66,667 vest in three equal tranches through Jan 2027, while 200,000 performance RSUs vest when share-price targets are met.

No open-market purchases or discretionary sales occurred; transactions reflect scheduled vesting and tax withholding. The filing signals continued alignment between the CEO’s compensation and future share-price performance but is unlikely to be materially market-moving.

Positive

• Net increase of 65,626 shares in the CEO’s direct ownership, signaling continued equity exposure.
• 200,000 performance-based RSUs tie future compensation to stock-price appreciation, aligning management with shareholders.

Negative

• 67,707 shares withheld for taxes reduces immediate float but may be viewed externally as insider share disposal.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; CEO’s net share count up 65.6k—neutral market impact.

The filing shows standard equity-compensation mechanics rather than opportunistic buying or selling. Roughly half of the vested shares were withheld for taxes, a common practice that avoids open-market dilution. Limongelli’s post-transaction stake remains modest at 65,626 shares plus substantial unvested RSUs, continuing incentive alignment. Because shares were not sold on the open market and no fresh cash was deployed, I view the disclosure as neutral for valuation or sentiment.

Corporate Governance Specialist

TL;DR: Filing underscores performance-linked pay; governance intact, impact low.

The 100,000 performance-based RSUs hinge on achieving VWAP thresholds, reinforcing pay-for-performance principles favored by institutional investors. Withholding transactions (Code F) limit perceived insider selling pressure. No red flags on timing or volume relative to trading windows. As such, the event is governance-compliant and not materially impactful to shareholder rights or control structures.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Limongelli Victor

(Last) (First) (Middle)

1 MARINA PARK DRIVE

UNIT 1410

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OneSpan Inc. [ OSPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2025		M		33,333	A	(1)	33,333	D
Common Stock	07/31/2025		F		16,927	D	$14.75	16,406	D
Common Stock	07/31/2025		M		100,000	A	(1)	116,406	D
Common Stock	07/31/2025		F		50,780	D	$14.75	65,626	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00(1)	07/31/2025		M			33,333	(2)	(2)	Common Stock	33,333	$0.00(1)	66,667	D
Restricted Stock Units (Performance Based)	$0.00(1)	07/31/2025		M			100,000	(3)	(3)	Common Stock	100,000	$0.00(1)	200,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.

2. The restricted stock units vest in three approximately equal installments on July 31, 2025, January 4, 2026, and January 4, 2027, subject to the reporting person's continued employment.

3. The performance-based restricted stock units vest upon the registrant's common stock achieving designated levels of 45 trading day volume weighted average share price.

Remarks:

	Lara Mataac, Attorney in Fact	08/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did OSPN report on 31 July 2025?

CEO Victor Limongelli vested 133,333 RSUs and surrendered 67,707 shares for taxes, netting 65,626 additional shares.

How many OSPN shares does the CEO now own?

After the reported transactions, the CEO directly owns 65,626 common shares.

At what price were shares disposed of for tax withholding?

Shares were transferred to the issuer at $14.75 per share under Code F transactions.

When do the remaining time-based RSUs vest?

The 66,667 time-based RSUs vest in roughly equal installments on 31 Jul 2025, 4 Jan 2026, and 4 Jan 2027.

What triggers the performance-based RSU vesting?

The 200,000 performance units vest only if OSPN’s common stock meets designated 45-day VWAP share-price targets.