31,927 PSUs earned by OneSpan (NASDAQ: OSPN) Chief Technology Officer

Rhea-AI Filing Summary

OneSpan Inc. Chief Technology Officer Ashish Jain reported an equity award linked to past performance. He acquired 31,927 performance-based restricted stock units, each representing the right to receive one share of OneSpan common stock. These units were earned based on 2025 financial metrics and will vest in three equal installments through December 31, 2027, contingent on continued employment.

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

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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^*

Jain Ashish

(Last) (First) (Middle)

C/O ONESPAN

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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 Unit	$0(1)	02/17/2026		A		31,927		(2)	(2)	Common Stock	31,927	$0(1)	31,927	D

Explanation of Responses:

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

2. On March 3, 2025, the reporting person was granted performance stock units (PSUs) that were eligible to be earned based upon the registrant's achievement of specified financial metrics for 2025. On February 17, 2026, the registrant's Compensation Committee determined that the reporting person had earned 31,927 PSUs based on the 2025 financial metrics. The earned PSUs will vest as to 1/3 of the shares on March 3, 2026 and as to an additional 1/3 of the shares on each of December 31, 2026 and December 31, 2027, assuming the reporting person continues to be employed by the registrant on each such date.

	/s/ Lara Mataac, Attorney in Fact	02/20/2026
	** 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).
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FAQ

What insider transaction did OneSpan (OSPN) CTO Ashish Jain report on Form 4?

Ashish Jain reported acquiring 31,927 performance-based restricted stock units. These units were earned under a 2025 performance grant and convert into common shares over time as they vest, subject to his continued employment with OneSpan Inc.

How many OneSpan (OSPN) performance stock units did the CTO earn?

The CTO earned 31,927 performance stock units based on 2025 financial metrics. Each unit represents a right to receive one share of OneSpan common stock, creating a meaningful equity-linked incentive tied directly to the company’s prior-year financial performance.

What performance period determined Ashish Jain’s OneSpan (OSPN) PSU award?

The PSUs were tied to OneSpan’s financial performance for 2025. They were originally granted on March 3, 2025 and later certified as earned by the Compensation Committee on February 17, 2026, once the 2025 performance metrics had been evaluated.

What is the vesting schedule for Ashish Jain’s OneSpan (OSPN) PSUs?

The earned PSUs vest in three equal parts over time. One-third vests on March 3, 2026, another third on December 31, 2026, and the final third on December 31, 2027, assuming continued employment on each vesting date.

What does each OneSpan (OSPN) restricted stock unit in this grant represent?

Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock. Delivery of the shares occurs as the PSUs vest over the scheduled dates, provided the executive remains employed by the company.

When did OneSpan (OSPN) determine the number of PSUs earned by its CTO?

On February 17, 2026, OneSpan’s Compensation Committee determined that Ashish Jain had earned 31,927 PSUs. This decision was based on the company’s achievement of specified financial metrics for the 2025 performance year.