OneSpan (OSPN) General Counsel exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

OneSpan Inc. General Counsel Lara Mataac reported equity award activity involving restricted stock units and common shares. On February 23, 2026, she exercised 1,823 restricted stock units, which converted into 1,823 shares of common stock. On the same date, 632 common shares were disposed of at $10.75 per share to satisfy tax withholding obligations related to the award, rather than being sold in an open-market transaction. After these transactions, she directly owned 71,093 shares of OneSpan common stock. The footnotes explain that each restricted stock unit represents a right to receive one common share and that these units vest over three years beginning February 23, 2023.

Insider Trade Summary

1,823 shares exercised/converted

Mixed 3 txns

Insider Mataac Lara

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,823	$0.00	--
Exercise	Common Stock	1,823	$0.00	--
Tax Withholding	Common Stock	632	$10.75	$7K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 71,725 shares (Direct)

Footnotes (1)

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 04:45 PM Learn about SEC filing dates

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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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^*

Mataac Lara

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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
Common Stock	02/23/2026		M		1,823	A	$0(1)	71,725	D
Common Stock	02/23/2026		F		632	D	$10.75	71,093	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 Unit	$0(1)	02/23/2026		M			1,823	(2)	(2)	Common Stock	1,823	$0(1)	0	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.

	/s/ Lara Mataac	02/24/2026
	** 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).
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 OneSpan (OSPN) report for Lara Mataac?

OneSpan General Counsel Lara Mataac exercised 1,823 restricted stock units into common shares and had 632 shares withheld at $10.75 each to cover taxes. Following these transactions, she directly held 71,093 shares of OneSpan common stock.

Did Lara Mataac buy or sell OneSpan (OSPN) stock on the open market?

The filing shows no open-market purchases or sales. It reports an RSU conversion into 1,823 common shares and a disposition of 632 shares classified as tax withholding, used to satisfy tax liabilities tied to the equity award vesting.

How many OneSpan (OSPN) shares does Lara Mataac own after this Form 4?

After the reported transactions, Lara Mataac directly owns 71,093 shares of OneSpan common stock. This figure reflects the net result of RSU conversion into 1,823 shares and the 632-share tax-withholding disposition reported on February 23, 2026.

What does the restricted stock unit vesting schedule at OneSpan (OSPN) look like?

The RSUs vest over three years starting February 23, 2023. One-third of the units vested on February 23, 2024, and one-sixth of the units vest every six months thereafter, gradually delivering common shares to the holder as vesting milestones are reached.

What do the RSU footnotes mean in the OneSpan (OSPN) Form 4?

The footnotes clarify each restricted stock unit equals a right to receive one share of OneSpan common stock. They also describe a three-year vesting schedule beginning February 23, 2023, with a mix of annual and semiannual vesting events for the underlying units.

Why were 632 OneSpan (OSPN) shares disposed of in this filing?

The 632-share disposition is labeled as a tax-withholding transaction at $10.75 per share. Instead of an open-market sale, these shares were surrendered to satisfy tax obligations triggered by the RSU conversion and vesting event on February 23, 2026.