OneSpan (OSPN) CEO Limongelli logs RSU conversions and tax share withholdings

Rhea-AI Filing Summary

OneSpan Inc. Chief Executive Officer Victor Limongelli reported equity award activity involving restricted stock units and common stock. On March 4, 2026 he acquired shares through exercises of derivative awards and had shares of common stock withheld at $10.53 per share to cover tax obligations, ending with 103,432 directly owned common shares.

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^*

Limongelli Victor

(Last) (First) (Middle)

C/O ONESPAN INC.

1 MARINA PARK DRIVE, UNIT 1410

(Street)

BOSTON MA 01220

(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 Executive Officer

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		12,591	A	$0(1)	98,839	D
Common Stock	03/04/2026		F		4,506	D	$10.53	94,333	D
Common Stock	03/04/2026		M		14,170	A	$0(1)	108,503	D
Common Stock	03/04/2026		F		5,071	D	$10.53	103,432	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			12,591	(2)	(2)	Common Stock	12,591	$0(1)	25,197	D
Restricted Stock Units	$0(1)	03/04/2026		M			14,170	(3)	(3)	Common Stock	14,170	$0(1)	28,341	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 42,511 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, Attorney-in-Fact	03/04/2026
	** 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 transactions did OneSpan (OSPN) CEO Victor Limongelli report?

Victor Limongelli reported equity award activity on March 4, 2026, including exercises of restricted stock units into common stock and share dispositions to cover tax liabilities. These were derivative exercises and tax-withholding transactions, not open-market purchases or sales, and left him with 103,432 directly owned common shares.

How many restricted stock units did the OneSpan (OSPN) CEO exercise or convert?

Victor Limongelli reported derivative transactions involving 12,591 and 14,170 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock, so these units convert into the same number of common shares as they vest and are settled over time.

What does the tax-withholding disposition mean in the OneSpan (OSPN) Form 4?

The Form 4 shows dispositions of 4,506 and 5,071 shares of common stock at $10.53 per share coded as F, meaning shares were delivered to satisfy exercise price or tax liabilities. This reflects withholding for taxes, rather than discretionary open-market selling by the CEO.

How many OneSpan (OSPN) common shares does the CEO own after these transactions?

After the March 4, 2026 transactions, Victor Limongelli directly owns 103,432 shares of OneSpan common stock. This total reflects both the shares received from derivative award exercises and the shares withheld and disposed of to cover associated tax obligations described in the filing.

What is the vesting schedule for the reported OneSpan (OSPN) restricted stock units?

The restricted stock units vest over three years starting on March 4, 2025. One-third of the shares vest on March 4, 2026, and one-sixth of the shares vest every six months thereafter, providing a staggered vesting schedule tied to continued service with OneSpan.

How are OneSpan (OSPN) performance stock units (PSUs) earned and vested for the CEO?

On March 4, 2025, Victor Limongelli was granted PSUs tied to 2025 financial metrics. On February 17, 2026, 42,511 PSUs were determined earned. These PSUs vest one-third on March 4, 2026, and one-third on each of December 31, 2026 and December 31, 2027, contingent on continued employment.