OneSpan (OSPN) CFO earns 11,904 performance-based stock units

Rhea-AI Filing Summary

OneSpan Inc. reported that its Chief Financial Officer, Jorge Garcia Martell, acquired 11,904 restricted stock units. These units were earned from performance stock units granted on March 4, 2025, after the company met specified 2025 financial metrics. The earned units 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

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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)
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		11,904		(2)	(2)	Common Stock	11,904	$0(1)	11,904	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 11,904 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	02/20/2006
	** 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) report for its CFO?

OneSpan’s CFO, Jorge Garcia Martell, was granted 11,904 restricted stock units. These were earned from earlier performance stock units after 2025 financial targets were met and will vest in three tranches through December 31, 2027, subject to continued employment.

How many restricted stock units did the OneSpan (OSPN) CFO receive?

The OneSpan CFO received 11,904 restricted stock units. These units correspond to 11,904 shares of OneSpan common stock and were earned based on the company’s achievement of specified 2025 financial metrics, with vesting spread over 2026 and 2027.

What performance period determined the OneSpan (OSPN) CFO’s stock award?

The award was based on OneSpan’s financial performance for 2025. Performance stock units granted on March 4, 2025 became 11,904 earned units after the Compensation Committee evaluated the 2025 financial metrics on February 17, 2026, creating a contingent right to receive common shares.

What is the vesting schedule for the OneSpan (OSPN) CFO’s 11,904 units?

The 11,904 earned units will vest in three equal parts. One-third vests on March 4, 2026, and additional one-third portions vest on December 31, 2026 and December 31, 2027, provided the CFO remains employed on each vesting date.

What does each restricted stock unit represent for OneSpan (OSPN)?

Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock. The units convert into shares only as they vest over time, assuming the reporting person continues employment with the company on the specified vesting dates.