OneSpan (NASDAQ: OSPN) CFO logs RSU vesting and tax share withholdings

Rhea-AI Filing Summary

OneSpan Inc. Chief Financial Officer Jorge Garcia Martell reported equity award activity involving restricted stock units (RSUs) and performance stock units (PSUs). On March 4, 2026, RSUs for 3,526 and 3,968 units converted into the same number of common shares, with portions of the resulting shares (1,189 and 1,375) withheld at $10.53 per share to cover tax obligations. Footnotes explain that each RSU equals one share of common stock and that Martell earned 11,904 PSUs based on 2025 financial metrics, with one-third vesting on March 4, 2026 and additional thirds scheduled to vest on December 31, 2026 and December 31, 2027, subject to 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^*

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)
03/04/2026

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	03/04/2026		M		3,526	A	$0(1)	121,648	D
Common Stock	03/04/2026		F		1,189	D	$10.53	120,459	D
Common Stock	03/04/2026		M		3,968	A	$0(1)	124,427	D
Common Stock	03/04/2026		F		1,375	D	$10.53	123,052	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	03/04/2026		M			3,526	(2)	(2)	Common Stock	3,526	$0(1)	7,055	D
Restricted Stock Units	$0	03/04/2026		M			3,968	(3)	(3)	Common Stock	3,968	$0(1)	7,936	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 March 4, 2025, with one-third of the shares vesting on March 4, 2026 and one-sixth of the shares vesting every six months thereafter.

3. On March 4, 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 11,904 PSUs based on the 2025 financial metrics. The earned PSUs vested as to 1/3 of the shares on March 4, 2026 and will vest 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 the applicable vesting date.

	/s/ Lara Mataac, Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did OneSpan (OSPN) CFO Jorge Garcia Martell report in this Form 4?

He reported RSU conversions into common stock and related tax-share withholdings. Restricted stock units converted into shares on March 4, 2026, and some of those shares were delivered to satisfy tax liabilities rather than through open-market sales.

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

He earned 11,904 performance stock units (PSUs) based on OneSpan’s 2025 financial metrics. A compensation committee determination on February 17, 2026 set this amount, with vesting occurring in three equal installments through December 31, 2027.

When do Jorge Garcia Martell’s OneSpan (OSPN) PSUs vest?

One-third of the 11,904 earned PSUs vested on March 4, 2026. The remaining two-thirds are scheduled to vest in equal portions on December 31, 2026 and December 31, 2027, contingent on his continued employment with OneSpan.

Were the OneSpan (OSPN) CFO’s Form 4 transactions open-market purchases or sales?

No, the transactions reflect equity award activity and tax withholding. RSUs converted into common stock at no exercise price, while shares withheld at $10.53 per share were used to pay tax liabilities, rather than representing discretionary market trades.

What do the restricted stock units represent in OneSpan (OSPN) CFO’s Form 4?

Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock. As RSUs vest and are settled, they convert into common shares that increase the executive’s direct ownership, subject to any shares used for tax withholding.