OneSpan CFO gets 4,818 shares, 1,415 withheld

OneSpan’s CFO settled restricted stock units into common shares, with a portion of the stock withheld or delivered to cover exercise price or tax obligations.

Rhea-AI Filing Summary

OneSpan Inc. (OSPN) reported insider equity transactions by Chief Financial Officer Jorge Garcia Martell. On September 4 and 6, 2026, he exercised restricted stock units into a total of 4,818 shares of common stock. In related code F transactions, 1,415 shares of common stock were delivered or withheld for payment of exercise price or tax liability at $16.70 per share. No Rule 10b5-1 trading plan is reported in connection with these transactions.

Insider Trade Summary

4,818 shares exercised/converted

Exercise 6 txns

Insider Martell Jorge Garcia

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F3	3,055	$0.00	$0.00
Exercise	Common Stock F1	3,055	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	897	$16.70	$15K
Exercise	Restricted Stock Units F1, F2	1,763	$0.00	$0.00
Exercise	Common Stock F1	1,763	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	518	$16.70	$9K

Holdings After Transaction: Restricted Stock Units — 5,292 contracts (Direct); Common Stock — 94,421 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. The restricted stock units vest over four years starting on September 6, 2022.

Key Figures

RSU shares exercised: 4,818 shares Shares delivered or withheld for exercise price or tax liability: 1,415 shares Code F transaction price: $16.70 per share +2 more

5 metrics

RSU shares exercised 4,818 shares Total underlying shares from RSU exercises on September 4 and 6, 2026

Shares delivered or withheld for exercise price or tax liability 1,415 shares Code F transactions on September 4 and 6, 2026

Code F transaction price $16.70 per share Applied to 518 and 897 shares of common stock in code F transactions

RSU exercise on September 4, 2026 1,763 shares Conversion of RSUs into common stock

RSU exercise on September 6, 2026 3,055 shares Conversion of RSUs into common stock

Key Terms

Restricted Stock Units, derivative security, exercise price, tax liability

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

exercise price financial

"Payment of exercise price or tax liability by delivering or withholding securities"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

What insider transactions did OneSpan (OSPN) disclose for its CFO?

OneSpan disclosed that CFO Jorge Garcia Martell exercised restricted stock units on September 4 and 6, 2026, receiving a total of 4,818 shares of common stock, with additional code F transactions where shares were delivered or withheld to pay exercise price or tax liability.

How many OneSpan (OSPN) shares did the CFO receive from RSU exercises?

The CFO received 4,818 shares of OneSpan common stock via RSU exercises: 1,763 shares on September 4, 2026 and 3,055 shares on September 6, 2026. Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.

How many OneSpan (OSPN) shares were used to cover exercise price or tax liability?

In code F transactions, a total of 1,415 shares of OneSpan common stock were delivered or withheld for payment of exercise price or tax liability, consisting of 518 shares on September 4, 2026 and 897 shares on September 6, 2026 at $16.70 per share.

Were OneSpan (OSPN) CFO’s transactions made under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 plan is reported for these transactions, as the document-level Rule 10b5-1 checkbox is not checked and there is no footnote stating that the trades were made pursuant to a pre-arranged trading plan.

What are the vesting terms of the OneSpan (OSPN) restricted stock units involved?

One RSU grant vests over four years starting on September 6, 2022. Another vests over three years starting on March 4, 2025, with one-third vesting on March 4, 2026 and one-sixth of the shares vesting every six months thereafter.

What price was used for the tax or exercise-price share withholdings in OSPN Form 4?

The code F transactions used a price of $16.70 per share for the 1,415 shares of common stock delivered or withheld in connection with payment of exercise price or tax liability related to the CFO’s RSU exercises.

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

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Available on EDGAR 09/08/2026 - 06:15 PM Accepted by SEC EDGAR 09/08/2026 - 06:14 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^*

Martell Jorge Garcia

(Last) (First) (Middle)

1 MARINA PARK DRIVE

UNIT 1410

(Street)

BOSTON MASSACHUSETTS 02210

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/04/2026		M		1,763	A	$0(1)	92,781	D
Common Stock	09/04/2026		F		518	D	$16.7	92,263	D
Common Stock	09/06/2026		M		3,055	A	$0(1)	95,318	D
Common Stock	09/06/2026		F		897	D	$16.7	94,421	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)	09/04/2026		M			1,763	(2)	(2)	Common Stock	1,763	$0(1)	5,292	D
Restricted Stock Units	$0(1)	09/06/2026		M			3,055	(3)	(3)	Common Stock	3,055	$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 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. The restricted stock units vest over four years starting on September 6, 2022.

	/s/ Lara Mataac, Attorney in Fact	09/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)