OSPN Form 4: CFO Martell Garcia Receives RSUs, Small Sale Follows

Rhea-AI Filing Summary

Martell Jorge Garcia, identified as Chief Financial Officer and a director of OneSpan Inc. (OSPN), reported equity changes in a Form 4. On 08/23/2025 he was granted 3,037 restricted stock units (RSUs) at $0.00, each representing the contingent right to one share; the RSUs vest over three years beginning February 23, 2023 (one-third on 2/23/2024 and thereafter one-sixth every six months). After the 8/23 grant his beneficial ownership was reported as 111,703 shares. On 08/25/2025 he disposed of 892 shares at $14.56, leaving 110,811 shares beneficially owned. The form was signed by an attorney-in-fact on 08/26/2025. This filing documents a routine RSU vesting-related grant and a small subsequent sale.

Positive

• 3,037 RSUs granted on 08/23/2025 aligning the CFO's compensation with shareholder interests through multi-year vesting
• Beneficial ownership remains substantial at 110,811 shares following the reported transactions, indicating continued insider stake

Negative

• None.

Insights

Financial Analyst

TL;DR: RSU grant increases alignment with shareholders; subsequent small sale appears routine and does not materially reduce holdings.

The 3,037 RSU grant recorded on 08/23/2025 is a non-cash compensation award that will convert to common shares as described, strengthening executive equity alignment over a multi-year vesting schedule. The 08/25/2025 sale of 892 shares at $14.56 reduced holdings marginally to 110,811 shares. No derivative instruments other than RSUs are reported. For investors, these transactions are compensation and liquidity events rather than signals of material corporate change.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 requirements; vesting schedule and signature by attorney-in-fact are properly documented.

The Form 4 details a standard RSU award with a clear vesting timetable and a small open-market sale. The reporting person is identified as both an officer and director, and the filing includes the attorney-in-fact signature dated 08/26/2025. There are no disclosures of unusual transactions, pledges, or derivatives beyond the RSUs. Procedurally, the filing appears complete and routine under the Exchange Act rules.

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
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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^*

Martell Jorge Garcia

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2025

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	08/23/2025		M		3,037	A	$0.00(1)	111,703	D
Common Stock	08/25/2025		F		892	D	$14.56	110,811	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)	08/23/2025		M			3,037	(2)	(2)	Common Stock	3,037	$0.00(1)	3,038	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 over three years starting on February 23, 2023, with one-third of the shares vesting on February 23, 2024 and one-sixth of the shares vesting every six months thereafter.

Remarks:

	/s/ Lara Mataac, Attorney in Fact	08/26/2025
	** 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 transactions did OneSpan (OSPN) insider Martell Jorge Garcia report on Form 4?

The Form 4 reports a grant of 3,037 RSUs on 08/23/2025 and a sale of 892 shares at $14.56 on 08/25/2025.

How many OneSpan shares does Martell Jorge Garcia beneficially own after these transactions?

After the reported transactions he beneficially owns 110,811 shares according to the filing.

What is the vesting schedule for the RSUs granted to the OneSpan CFO?

The RSUs vest over three years starting 02/23/2023: one-third vests on 02/23/2024 and then one-sixth vests every six months thereafter.

Were any options or other derivative securities reported for Martell Jorge Garcia?

No options or other derivative instruments were reported; only restricted stock units (RSUs) and common stock transactions appear in the filing.

Who signed the Form 4 and when was it filed?

The filing bears a signature by Lara Mataac, Attorney in Fact dated 08/26/2025.