OneSpan counsel exercises RSUs, withholds shares for tax

OneSpan Inc. General Counsel Lara Mataac reported several equity transactions tied to previously granted awards.

Rhea-AI Filing Summary

OneSpan Inc. General Counsel Lara Mataac reported several equity transactions tied to previously granted awards. On March 4, 2026, she exercised restricted stock units that converted into common stock at a price of $0.00 per share and increased her directly held common shares. On the same date, a portion of the newly delivered common stock was used in tax-withholding dispositions at $10.53 per share, reducing the net shares retained. Footnotes explain that each restricted stock unit equals one common share and that both time-based RSUs and performance stock units vest over multiple years, contingent on continued employment and previously determined 2025 financial metrics.

Insider Trade Summary

5,084 shares exercised/converted

Exercise 6 txns

Insider Mataac Lara

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,392	$0.00	$0.00
Exercise	Restricted Stock Units	2,692	$0.00	$0.00
Exercise	Common Stock	2,392	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	829	$10.53	$9K
Exercise	Common Stock	2,692	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	933	$10.53	$10K

Holdings After Transaction: Restricted Stock Units — 10,173 contracts (Direct); Common Stock — 74,415 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.
2. F2. 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. F3. 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 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OneSpan (OSPN) disclose for General Counsel Lara Mataac?

Lara Mataac exercised restricted stock units into common stock on March 4, 2026, then used part of the resulting shares for tax-withholding dispositions at $10.53 per share, leaving her with a higher direct common stock holding overall.

How do the restricted stock units reported by OneSpan (OSPN) convert into shares?

Each restricted stock unit represents a right to receive one share of OneSpan common stock. When the units vest and are exercised, they convert into common shares at a stated price of $0.00 per share in this filing, increasing the insider’s stock ownership.

What are the vesting terms for Lara Mataac’s restricted stock units at OneSpan (OSPN)?

The restricted stock units vest over three years starting March 4, 2025. One-third vests on March 4, 2026, and one-sixth vests every six months thereafter, provided the reporting person remains employed on each vesting date.

What performance stock units (PSUs) did OneSpan (OSPN) report for 2025 metrics?

On March 4, 2025, performance stock units were granted that depended on 2025 financial metrics. On February 17, 2026, OneSpan’s Compensation Committee determined 8,077 PSUs were earned, vesting in three equal annual installments through December 31, 2027.

How were shares used for tax withholding in the OneSpan (OSPN) Form 4?

Some of the common shares received from exercising awards were disposed of as tax-withholding transactions coded “F.” These shares were delivered at $10.53 per share to cover tax obligations associated with the equity vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/04/2026 - 06:22 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
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)
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		2,392	A	$0(1)	73,485	D
Common Stock	03/04/2026		F		829	D	$10.53	72,656	D
Common Stock	03/04/2026		M		2,692	A	$0(1)	75,348	D
Common Stock	03/04/2026		F		933	D	$10.53	74,415	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(1)	03/04/2026		M			2,392	(2)	(2)	Common Stock	2,392	$0(1)	4,788	D
Restricted Stock Units	$0(1)	03/04/2026		M			2,692	(3)	(3)	Common Stock	2,692	$0(1)	5,385	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 8,077 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	03/04/2026
	** Signature of Reporting Person	Date
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