How large was the tax-withholding share disposition for OneSpan (OSPN) CFO?

The tax-withholding disposition involved 333 shares of OneSpan common stock, valued at $12.18 per share for reporting purposes. These shares were used to pay tax liabilities tied to the equity award, a common non-market mechanism associated with stock-based compensation vesting.

OneSpan (OSPN) CFO exercises 1,133 RSUs with 333 shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

OneSpan Inc. Chief Financial Officer Jorge Garcia Martell reported routine equity compensation activity. He exercised restricted stock units into 1,133 shares of common stock, and 333 shares were withheld to cover tax obligations. After these transactions, he holds 111,351 common shares directly and 2,265 restricted stock units, which each represent a contingent right to one common share.

Insider Trade Summary

1,133 shares exercised/converted

Mixed 3 txns

Insider Martell Jorge Garcia

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,133	$0.00	--
Exercise	Common Stock	1,133	$0.00	--
Tax Withholding	Common Stock	333	$12.18	$4K

Holdings After Transaction: Restricted Stock Units — 2,265 shares (Direct, null); Common Stock — 111,351 shares (Direct, null)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of OSPN common stock. The restricted stock units vest over three years starting on May 14, 2024, with one-third of the shares vesting on May 14, 2025 and one-sixth of the shares vesting every six months thereafter.

Key Figures

RSUs exercised: 1,133 shares Tax-withholding shares: 333 shares Post-transaction common shares: 111,351 shares +2 more

5 metrics

RSUs exercised 1,133 shares Restricted stock units converted to common stock on May 14, 2026

Tax-withholding shares 333 shares Shares delivered at $12.18 per share to cover tax liability

Post-transaction common shares 111,351 shares CFO direct ownership after transactions

Post-transaction RSUs 2,265 units Restricted stock units remaining after the derivative transaction

Reported tax price $12.18/share Value used for 333-share tax-withholding disposition

Key Terms

Restricted Stock Units, tax-withholding disposition, Exercise or conversion of derivative security

3 terms

Restricted Stock Units financial

"The restricted stock units vest over three years starting on May 14, 2024, with one-third of the shares vesting on May 14, 2025 and one-sixth of the shares vesting every six months thereafter."

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.

tax-withholding disposition financial

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

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"Exercise or conversion of derivative security"

Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 05:44 PM

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)
05/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2026		M		1,133	A	$0⁽¹⁾	111,351	D
Common Stock	05/14/2026		F		333	D	$12.18	111,018	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾	05/14/2026		M			1,133	⁽²⁾	⁽²⁾	Common Stock	1,133	$0⁽¹⁾	2,265	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 May 14, 2024, with one-third of the shares vesting on May 14, 2025 and one-sixth of the shares vesting every six months thereafter.

	/s/ Lara Mataac, Attorney-in-Fact	05/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

OneSpan reported that CFO Jorge Garcia Martell exercised 1,133 restricted stock units into common shares, with 333 shares withheld for taxes. Following these routine compensation-related transactions, his direct holdings increased and he retained a significant equity position in the company.

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

After the reported transactions, CFO Jorge Garcia Martell holds 111,351 shares of OneSpan common stock directly. He also holds 2,265 restricted stock units, each representing a contingent right to receive one additional share of common stock upon vesting and settlement.

Were the OneSpan (OSPN) CFO’s transactions open-market buys or sells?

The CFO’s transactions were not open-market trades. They involved exercising 1,133 restricted stock units into common stock and a separate tax-withholding disposition of 333 shares, which were delivered to satisfy tax obligations rather than sold on the open market.

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

Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock. According to the disclosure, these units vest over three years, starting on May 14, 2024, with one-third vesting on May 14, 2025 and one-sixth vesting every six months thereafter.