OneSpan CFO exercises RSUs, withholds shares

OneSpan Inc. reported insider equity activity by Chief Financial Officer Martell Jorge Garcia.

Rhea-AI Filing Summary

OneSpan Inc. reported insider equity activity by Chief Financial Officer Martell Jorge Garcia. On May 14, 2026, 1,133 Restricted Stock Units were exercised and converted into 1,133 shares of Common Stock as part of a scheduled vesting.

In a related tax-withholding disposition, 333 Common Stock shares were withheld at $12.1800 per share to cover obligations. After these transactions, the CFO directly held 111,018 shares of Common Stock and 2,265 Restricted Stock Units that vest over three years starting May 14, 2024.

Insider Trade Summary

1,133 shares exercised/converted

Exercise 3 txns

Insider Martell Jorge Garcia

Role Chief Financial Officer

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

Holdings After Transaction: Restricted Stock Units — 2,265 contracts (Direct); Common Stock — 111,018 shares (Direct)

Footnotes (2)

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 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: 1133 shares Shares withheld for taxes: 333 shares Tax withholding price: $12.1800 per share +2 more

5 metrics

RSUs exercised 1133 shares Restricted Stock Units converted into Common Stock on 2026-05-14

Shares withheld for taxes 333 shares Common Stock withheld in a tax-withholding disposition coded F

Tax withholding price $12.1800 per share Per-share price used for the 333-share tax-withholding disposition

Post-transaction holdings 111,018 shares Direct Common Stock position of the CFO after reported transactions

RSUs remaining 2265 units Restricted Stock Units outstanding after the derivative transaction on 2026-05-14

Key Terms

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

3 terms

Restricted Stock Units financial

"security_title: Restricted Stock Units"

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

"transaction_action: tax-withholding disposition"

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

"transaction_code_description: Exercise or conversion of derivative security"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OSPN's CFO report on May 14, 2026?

On May 14, 2026, OneSpan CFO Martell Jorge Garcia exercised 1,133 Restricted Stock Units into Common Stock. In a related move, 333 Common Stock shares were disposed of through a tax-withholding transaction priced at $12.1800 per share.

How many OneSpan (OSPN) shares does the CFO hold after these transactions?

Following the reported transactions, the CFO directly holds 111,018 shares of OneSpan Common Stock. This post-transaction balance reflects his updated ownership position as reported in the filing's canonical holdings data.

How many OSPN shares were withheld for taxes and at what price?

The filing reports that 333 Common Stock shares were withheld in a tax-withholding disposition. These shares were valued at a price of $12.1800 per share, consistent with the Form 4 transaction coded as "F".

What is the vesting schedule for the OSPN Restricted Stock Units?

Footnotes explain that each RSU equals one OSPN share and vests over three years starting May 14, 2024. One-third vests on May 14, 2025, with one-sixth of the shares vesting every six months thereafter.

How many Restricted Stock Units does the OSPN CFO still hold after this vesting?

After the May 14, 2026 vesting event, the CFO retained 2,265 Restricted Stock Units. These RSUs remain outstanding as derivative holdings and continue to follow the disclosed three-year vesting schedule.

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

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Accepted by SEC EDGAR 05/14/2026 - 05:44 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)
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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)