[Form 4] OneSpan Inc. Insider Trading Activity

Rhea-AI Filing Summary

Martell Jorge Garcia, Chief Financial Officer and director of OneSpan Inc. (OSPN), reported multiple transactions on 09/06/2025. Several restricted stock units (10,183 and 3,055) were recorded as acquired/vested at $0.00, reflecting issuance of shares from RSUs. On the same date the filing shows dispositions of 4,374 and 1,449 shares sold at $15.21 per share. The filing lists a final beneficial ownership figure of 118,226 shares following these transactions. The RSUs described vest in scheduled semi-annual installments that began on September 6, 2022 (one cohort vests over three years in six semi-annual installments; the other over four years in eight semi-annual installments). The form is signed by an attorney-in-fact on 09/09/2025.

Positive

• RSU vesting disclosed, showing alignment of executive compensation with shareholder interests through equity grants
• Transparent reporting of both acquisitions (vested RSUs) and dispositions with specific share counts and prices

Negative

• Insider dispositions of 5,823 shares were executed, representing partial monetization of holdings
• Filing indicates sales at $15.21 per share which may be viewed negatively by some investors seeking insiders to hold

Insights

Insider Transactions Analyst

TL;DR: Insider received vested RSUs and sold a portion of shares the same day; net holdings remain substantial.

The filing documents the conversion of restricted stock units into common shares and contemporaneous open-market dispositions. Vested RSUs totaling 13,238 shares (10,183 + 3,055) were recorded as acquired at $0.00, while 5,823 shares (4,374 + 1,449) were disposed of at $15.21 each. These transactions are routine for executive compensation realization and raise no explicit governance or dilution concerns in the filing itself. The reported final beneficial ownership is 118,226 shares, which provides continued alignment with shareholder interests. All details are explicitly stated in the Form 4.

Corporate Governance Expert

TL;DR: Transactions reflect standard equity compensation mechanics and partial monetization; disclosure appears complete.

The Form 4 shows scheduled vesting of RSUs and subsequent share sales by the reporting officer. Vesting schedules are disclosed: one grant vests in six semi-annual installments over three years, the other in eight semi-annual installments over four years, both beginning 09/06/2022. The insider sold shares at a disclosed price of $15.21, which is explicitly reported. There are no additional governance actions or amendments noted. Based solely on the filing, the events are procedural and disclosed as required.

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^*

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)
09/06/2025

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	09/06/2025		M		10,183	A	$0.00(1)	120,994	D
Common Stock	09/06/2025		F		4,374	D	$15.21	116,620	D
Common Stock	09/06/2025		M		3,055	A	$0.00(1)	119,675	D
Common Stock	09/06/2025		F		1,449	D	$15.21	118,226	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	$0.00(1)	09/06/2025		M			10,183	(2)	(2)	Common Stock	10,183	$0.00(1)	0.00	D
Restricted Stock Units	$0.00(1)	09/06/2025		M			3,055	(3)	(3)	Common Stock	3,055	$0.00(1)	6,110	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 in six equal semi-annual installments over three years, beginning on September 6, 2022.

3. The restricted stock units vest in eight equal semi-annual installments over four years, beginning on September 6, 2022.

Remarks:

	/s/ Lara Mataac, Attorney in Fact	09/09/2025
	** 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 transactions did OneSpan (OSPN) CFO Martell Garcia report on the Form 4?

The filing reports vested restricted stock units converted to shares (10,183 and 3,055) and sales of 4,374 and 1,449 shares at $15.21 on 09/06/2025.

How many shares does Martell Garcia beneficially own after the reported transactions?

The Form 4 shows a reported beneficial ownership of 118,226 shares following the transactions.

What were the prices for the shares sold by the reporting person?

The dispositions listed in the Form 4 were executed at a price of $15.21 per share.

When did the RSUs begin vesting and what are their schedules?

Both RSU grants began vesting on September 6, 2022: one vests in six equal semi-annual installments over three years, the other vests in eight equal semi-annual installments over four years.

Who signed the Form 4 and when was it filed?

The form is signed by an attorney-in-fact, Lara Mataac, with a signature date of 09/09/2025.

Do the Form 4 entries indicate any indirect ownership or special arrangements?

The filing lists ownership form as Direct (D) for reported shares; no indirect ownership details or special arrangements are provided in this Form 4.