42,511 performance RSUs granted to OneSpan (OSPN) CEO Limongelli

Rhea-AI Filing Summary

OneSpan Inc. reported that CEO and President Victor Limongelli acquired 42,511 restricted stock units tied to earlier performance stock units. These units were earned based on the company’s 2025 financial metrics, as determined by the Compensation Committee on February 17, 2026.

The 42,511 earned units will vest over time, with one-third scheduled to vest on March 4, 2026 and additional one-third portions vesting on December 31, 2026 and December 31, 2027, assuming he remains employed with the company on each vesting date.

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^*

Limongelli Victor

(Last) (First) (Middle)

C/O ONESPAN INC.

1 MARINA PARK DRIVE, UNIT 1410

(Street)

BOSTON MA 01220

(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)
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		42,511		(2)	(2)	Common Stock	42,511	$0	42,511	D

Explanation of Responses:

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

2. 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 42,511 PSUs based on the 2025 financial metrics. The earned PSUs will vest as to 1/3 of the shares on March 4, 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.
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FAQ

What insider transaction did OneSpan (OSPN) CEO Victor Limongelli report?

Victor Limongelli reported acquiring 42,511 restricted stock units. These units were earned from previously granted performance stock units based on OneSpan’s 2025 financial metrics, and represent a contingent right to receive an equal number of OSPN common shares as they vest over time.

How many OneSpan (OSPN) restricted stock units did the CEO earn?

The CEO earned 42,511 restricted stock units. This number was determined by OneSpan’s Compensation Committee after reviewing the company’s 2025 financial metrics, converting previously granted performance stock units into time‑vesting RSUs linked one-for-one to OSPN common stock.

What performance period led to Victor Limongelli’s 42,511 PSUs at OneSpan (OSPN)?

The 42,511 performance stock units relate to financial metrics for 2025. They came from a March 4, 2025 grant that was explicitly tied to OneSpan’s achievement of specified 2025 financial targets, later certified by the Compensation Committee and converted into restricted stock units.

What is the vesting schedule for the 42,511 OneSpan (OSPN) restricted stock units?

The 42,511 restricted stock units vest in three equal installments. One‑third vests on March 4, 2026, and the remaining thirds vest on December 31, 2026 and December 31, 2027, provided Victor Limongelli remains employed on each of those vesting dates.

What does each OneSpan (OSPN) restricted stock unit granted to the CEO represent?

Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock. The CEO will receive actual OSPN shares only as the RSUs vest over the scheduled dates, subject to his continued employment with the company.