OneSpan (OSPN) CFO logs RSU conversion and tax share disposition in Form 4

Rhea-AI Filing Summary

OneSpan Inc. Chief Financial Officer Jorge Garcia Martell reported routine equity award activity involving restricted stock units and common stock. On February 23, 2026, he exercised 3,038 restricted stock units, converting them into 3,038 shares of OneSpan common stock at a price of $0.00 per share.

On the same date, 1,053 common shares were disposed of at $10.75 per share to cover tax obligations through a tax-withholding disposition, rather than an open-market sale. After these transactions, he directly owned 118,122 shares of OneSpan common stock. The footnotes explain that each restricted stock unit represents a right to receive one share and that the units vest over three years starting on February 23, 2023, with a defined vesting schedule.

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)
02/23/2026

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	02/23/2026		M		3,038	A	$0(1)	119,175	D
Common Stock	02/23/2026		F		1,053	D	$10.75	118,122	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 Unit	$0(1)	02/23/2026		M			3,038	(2)	(2)	Common Stock	3,038	$0(1)	0	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 February 23, 2023, with one-third of the shares vesting on February 23, 2024 and one-sixth of the shares vesting every six months thereafter.

	/s/ Lara Mataac, Attorney in Fact	02/24/2026
	** 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).
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FAQ

What insider transactions did OneSpan (OSPN) CFO Jorge Garcia Martell report?

The CFO reported exercising 3,038 restricted stock units into common shares and a tax-withholding disposition of 1,053 common shares. These actions reflect equity award vesting and related tax payments, not open-market buying or selling of OneSpan stock.

How many OneSpan (OSPN) shares does the CFO hold after this Form 4?

After the reported transactions, the CFO directly holds 118,122 shares of OneSpan common stock. This figure reflects the RSU conversion and the shares withheld for taxes, providing an updated view of his direct equity stake in the company.

What does the 3,038 restricted stock unit transaction mean for OneSpan (OSPN)?

The 3,038 restricted stock unit transaction represents vesting and conversion of an equity award into common shares at no cash exercise price. It is a standard compensation-related event, indicating part of the CFO’s stock-based pay has fully vested and settled in shares.

Why were 1,053 OneSpan (OSPN) shares disposed of at $10.75 in this filing?

The 1,053 shares were disposed of at $10.75 per share to satisfy tax liabilities tied to the RSU vesting. This “F” code transaction is a tax-withholding disposition, meaning shares were withheld or delivered for taxes rather than sold in the open market.

How do the restricted stock units for OneSpan (OSPN) CFO vest over time?

The restricted stock units vest over three years beginning February 23, 2023. One-third vest on February 23, 2024, and one-sixth of the original grant vests every six months thereafter, creating a staggered schedule that aligns compensation with continued service.

Does this OneSpan (OSPN) Form 4 indicate open-market buying or selling by the CFO?

The filing shows RSU conversion and a tax-withholding disposition, not open-market trading. Shares were acquired through derivative exercise and some were used to cover taxes, so the activity reflects compensation mechanics rather than discretionary buying or selling decisions.