OneSpan (OSPN) CFO discloses stock unit vesting and 116,137-share holding

Rhea-AI Filing Summary

OneSpan Inc.'s Chief Financial Officer reported equity award activity involving company stock. On December 31, 2025, the CFO acquired 5,695 shares of OneSpan common stock at an exercise price of $0 through the vesting and settlement of restricted stock units, and 2,754 shares were withheld at $12.84 per share to cover obligations. On the same date, an additional 8,492 shares were acquired at $0 from performance-based restricted stock units, with 4,106 shares withheld at $12.84 per share. After these transactions, the CFO directly held 116,137 shares of OneSpan common stock.

The filing explains that each restricted stock unit represents the right to receive one share of OneSpan common stock. It also describes performance stock units granted in 2023 and 2024 that vest in tranches based on the company’s achievement of specified financial metrics and continued employment through vesting dates extending to December 31, 2026.

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)
12/31/2025

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	12/31/2025		M		5,695	A	$0(1)	114,505	D
Common Stock	12/31/2025		F		2,754	D	$12.84	111,751	D
Common Stock	12/31/2025		M		8,492	A	$0(1)	120,243	D
Common Stock	12/31/2025		F		4,106	D	$12.84	116,137	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)	12/31/2025		M			5,695	(2)	(2)	Common Stock	5,695	$0(1)	0	D
Restricted Stock Unit	$0(1)	12/31/2025		M			8,492	(3)	(3)	Common Stock	8,492	$0(1)	8,492	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.

2. On February 23, 2023, 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 2023. On February 19, 2024, the registrant's Compensation Committee determined the number of PSUs earned by the reporting person based upon the 2023 financial metrics. Effective on February 19, 2024, one-third of the earned PSUs were deemed vested on December 31, 2023 and an additional one-third vested on December 31, 2024. The remaining one-third of the earned PSUs vested on December 31, 2025.

3. On May 14, 2024, 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 2024. In February 2025, the registrant's Compensation Committee determined that the reporting person had earned 25,476 PSUs based on the 2024 financial metrics. One-third of the earned PSUs vested on each of May 14, 2025 and December 31, 2025. The remaining one-third of the earned PSUs will vest on December 31, 2026, assuming the reporting person continues to be employed by the registrant on that date.

	/s/ Lara Mataac, Attorney in Fact	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did OneSpan (OSPN) report for its CFO?

The Chief Financial Officer reported the vesting and settlement of restricted stock units and performance stock units into OneSpan common stock on December 31, 2025, along with share withholding to cover obligations.

How many OneSpan (OSPN) shares did the CFO hold after the reported transactions?

After the transactions on December 31, 2025, the CFO beneficially owned 116,137 shares of OneSpan common stock directly.

What prices were used in the OneSpan (OSPN) CFO’s Form 4 transactions?

Shares acquired from restricted stock units and performance stock units had an exercise price of $0, while shares disposed of to cover obligations were priced at $12.84 per share.

What equity awards are involved in this OneSpan (OSPN) insider filing?

The filing involves restricted stock units and performance stock units (PSUs) that convert into OneSpan common stock based on vesting schedules and achievement of specified financial metrics.

How were the 2023 performance stock units for OneSpan (OSPN) determined and vested?

PSUs granted on February 23, 2023 were earned based on 2023 financial metrics. The Compensation Committee set earned amounts on February 19, 2024, with one-third deemed vested on December 31, 2023, one-third on December 31, 2024, and the remaining third on December 31, 2025.

What vesting schedule applies to the 2024 performance stock units for OneSpan (OSPN)?

PSUs granted on May 14, 2024 were earned based on 2024 financial metrics, with 25,476 PSUs earned. One-third vested on May 14, 2025, one-third on December 31, 2025, and the remaining one-third is scheduled to vest on December 31, 2026, subject to continued employment.