OneSpan CEO acquires 100,000 shares in award exercise

Available on EDGAR 11/13/2026 - 05:46 PM EST Accepted by SEC EDGAR 11/13/2026 - 05:46 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

OneSpan Inc. (OSPN) Chief Executive Officer Victor Limongelli exercised 100,000 performance-based restricted stock units and acquired 100,000 common shares on November 10, 2026. The units vest upon OneSpan common stock achieving designated levels of 45 trading day volume weighted average share price. He also delivered or had withheld 50,780 shares for payment of exercise price or tax liability at $21.92 per share. A balance of 100,000 restricted stock units was reported after the transaction; no Rule 10b5-1 plan is reported.

Insider Trade Summary

100,000 shares exercised/converted

Exercise 3 txns

Insider Limongelli Victor

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	100,000	$0.00	$0.00
Exercise	Common Stock F1	100,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	50,780	$21.92	$1.11M

Holdings After Transaction: Restricted Stock Units — 100,000 units (Direct); Common Stock — 155,752 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 performance-based restricted stock units vest upon the registrant's common stock achieving designated levels of 45 trading day volume weighted average share price.

Key Figures

Performance-based restricted stock units exercised: 100,000 units Common shares acquired: 100,000 shares Shares delivered or withheld: 50,780 shares +2 more

5 metrics

Performance-based restricted stock units exercised 100,000 units November 10, 2026

Common shares acquired 100,000 shares November 10, 2026

Shares delivered or withheld 50,780 shares For payment of exercise price or tax liability

Price per share $21.92 per share Shares delivered or withheld for payment of exercise price or tax liability

Restricted stock units following transaction 100,000 units Reported after the November 10, 2026 transaction

Key Terms

Restricted Stock Units, performance-based restricted stock units, 45 trading day volume weighted average share price

3 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.

performance-based restricted stock units financial

"The performance-based restricted stock units vest upon"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

45 trading day volume weighted average share price financial

"designated levels of 45 trading day volume weighted average share price"

FAQ

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

How many OSPN shares did Victor Limongelli acquire and deliver or have withheld?

Victor Limongelli acquired 100,000 common shares after exercising 100,000 performance-based restricted stock units. He also delivered or had withheld 50,780 shares for payment of exercise price or tax liability at $21.92 per share. No Rule 10b5-1 plan is reported.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Limongelli Victor

(Last) (First) (Middle)

C/O ONESPAN INC.

1 MARINA PARK DRIVE, UNIT 1410

(Street)

BOSTON MASSACHUSETTS 01220

(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 Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2026

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	11/10/2026		M		100,000	A	$0(1)	206,532	D
Common Stock	11/10/2026		F		50,780	D	$21.92	155,752	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)	11/10/2026		M			100,000	(2)	(2)	Common Stock	100,000	$0(1)	100,000	D

Explanation of Responses:

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

2. The performance-based restricted stock units vest upon the registrant's common stock achieving designated levels of 45 trading day volume weighted average share price.

	/s/ Lara Mataac, Attorney in Fact	11/13/2026
	** 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)