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OneSpan (OSPN) CTO exercises RSUs with routine tax-withholding shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OneSpan Inc. Chief Technology Officer Ashish Jain reported routine equity compensation activity involving company stock. Jain exercised derivative securities covering 4,731 shares of common stock, converting previously granted restricted stock units into shares. In a related tax-withholding disposition, 1,693 shares were withheld at a price of $14.26 per share to satisfy tax obligations.

After these transactions, Jain directly holds 15,413 shares of OneSpan common stock and 14,193 restricted stock units, which continue to vest on a scheduled basis. The footnotes explain that each restricted stock unit represents a contingent right to receive one share of common stock, with units vesting over three years starting on December 16, 2024.

Positive

  • None.

Negative

  • None.
Insider Jain Ashish
Role Chief Technology Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 4,731 $0.00 --
Exercise Common Stock 4,731 $0.00 --
Tax Withholding Common Stock 1,693 $14.26 $24K
Holdings After Transaction: Restricted Stock Units — 14,193 shares (Direct, null); Common Stock — 17,106 shares (Direct, null)
Footnotes (1)
  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 December 16, 2024, with one-third of the shares vesting on December 16, 2025 and one-sixth of the shares vesting every six months thereafter.
RSU-related shares exercised 4,731 shares Common stock acquired via derivative exercise on June 16, 2026
Shares withheld for taxes 1,693 shares at $14.26 Tax-withholding disposition on June 16, 2026
Common shares held after transactions 15,413 shares Direct ownership following June 16, 2026 activity
Restricted stock units outstanding 14,193 RSUs Derivative holdings after June 16, 2026 conversion
Tax-withholding price $14.26 per share Price used for 1,693-share tax-withholding disposition
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.
tax-withholding disposition financial
"transaction_action: tax-withholding disposition to satisfy tax obligations"
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.
derivative security financial
"transaction_code_description: 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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Jain Ashish
(Last)(First)(Middle)
C/O ONESPAN
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/16/2026M4,731A$0(1)17,106D
Common Stock06/16/2026F1,693D$14.2615,413D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(1)06/16/2026M4,731 (2) (2)Common Stock4,731$0(1)14,193D
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 December 16, 2024, with one-third of the shares vesting on December 16, 2025 and one-sixth of the shares vesting every six months thereafter.
/s/ Lara Mataac, Attorney-in-Fact06/16/2026
** Signature of Reporting PersonDate
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 did OneSpan (OSPN) CTO Ashish Jain report in this Form 4?

Ashish Jain reported routine equity compensation activity. He exercised derivative securities for 4,731 common shares and had 1,693 shares withheld to cover taxes, reflecting standard handling of vested restricted stock units rather than an open-market trade.

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

After the reported transactions, Ashish Jain directly holds 15,413 shares of OneSpan common stock. In addition, he holds 14,193 restricted stock units, which represent future potential shares as they vest under the company’s established three-year vesting schedule.

What is the significance of the 1,693 OneSpan (OSPN) shares at $14.26?

The 1,693 shares at $14.26 per share were disposed of to satisfy tax obligations. This tax-withholding disposition is coded “F” and reflects shares withheld by the issuer, not an open-market sale initiated by the insider to change his investment exposure.

How many restricted stock units does the OneSpan (OSPN) CTO still have?

Following the conversion of some units into common stock, Ashish Jain has 14,193 restricted stock units outstanding. Each unit represents a contingent right to receive one share of OneSpan common stock as the awards continue to vest over the disclosed three-year schedule.

How do OneSpan (OSPN) restricted stock units vest for the CTO?

The restricted stock units vest over three years starting on December 16, 2024. One-third of the shares vest on December 16, 2025, and one-sixth of the shares vest every six months thereafter, creating a staggered, time-based vesting pattern for the awards.