OneSpan (OSPN) General Counsel earns 8,077 performance-based RSUs after 2025 metrics

Rhea-AI Filing Summary

OneSpan Inc. reported that General Counsel Lara Mataac acquired 8,077 restricted stock units tied to 2025 performance. These units were earned after the Compensation Committee confirmed that specific 2025 financial metrics were achieved. The PSUs will vest in three 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
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)
02/17/2026

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		8,077		(2)	(2)	Common Stock	8,077	$0(1)	8,077	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 8,077 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	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).
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 transaction did OneSpan (OSPN) report for Lara Mataac?

OneSpan reported that General Counsel Lara Mataac acquired 8,077 restricted stock units. These units were earned based on 2025 financial metrics and represent a performance-based equity award rather than an open-market share purchase.

How many performance stock units did Lara Mataac earn at OneSpan (OSPN)?

Lara Mataac earned 8,077 performance stock units. The Compensation Committee determined this amount on February 17, 2026 after reviewing OneSpan’s 2025 financial metrics, converting the earned PSUs into restricted stock units that settle in OneSpan common stock.

What are the vesting dates for Lara Mataac’s 8,077 RSUs at OneSpan (OSPN)?

The 8,077 RSUs vest in three tranches. One-third vests on March 4, 2026, and additional one-third portions vest on December 31, 2026 and December 31, 2027, assuming Lara Mataac remains employed by OneSpan on each vesting date.

What performance period determined Lara Mataac’s PSU award at OneSpan (OSPN)?

The performance period was the 2025 fiscal year. Performance stock units granted on March 4, 2025 were eligible to be earned based on specified 2025 financial metrics, with the Compensation Committee later confirming that 8,077 PSUs were earned and converted into restricted stock units.

Does each restricted stock unit in Lara Mataac’s award equal one OneSpan (OSPN) share?

Yes. Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock. Actual share delivery occurs only as the units vest over time and is conditioned on continued employment through the scheduled vesting dates.

Is Lara Mataac’s Form 4 transaction in OneSpan (OSPN) an open-market purchase or sale?

The Form 4 reflects a grant or award acquisition, not an open-market trade. The 8,077 units were earned PSUs converted into restricted stock units, awarded at no cash cost rather than bought or sold on the open market.