OneSpan (OSPN) CFO converts RSUs and withholds 889 shares for taxes

Rhea-AI Filing Summary

OneSpan Inc. Chief Financial Officer Jorge Garcia Martell reported routine equity compensation activity involving restricted stock units and common shares. On March 6, 2026, 3,055 restricted stock units were converted into 3,055 shares of common stock at no exercise price, increasing his directly held stake.

On the same date, 889 common shares were disposed of at $10.89 per share to cover tax withholding obligations related to this award, a non–open-market transaction. After these transactions, he directly held 125,218 shares of OneSpan common stock.

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

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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)
03/06/2026

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	03/06/2026		M		3,055	A	$0(1)	126,107	D
Common Stock	03/06/2026		F		889	D	$10.89	125,218	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)	03/06/2026		M			3,055	(2)	(2)	Common Stock	3,055	$0(1)	3,055	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 in eight equal semi-annual installments over four years, beginning on September 6, 2022.

	/s/ Lara Mataac, Attorney in Fact	03/06/2026
	** 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).
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FAQ

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

OneSpan’s CFO Jorge Garcia Martell exercised 3,055 restricted stock units into common shares and had 889 shares withheld for taxes. These transactions reflect routine equity compensation, not an open-market purchase or sale, and left him with 125,218 directly held common shares.

Did the OneSpan (OSPN) CFO buy or sell shares on the open market?

No open-market trades were reported. The CFO acquired 3,055 shares through restricted stock unit conversion and 889 shares were disposed of solely for tax withholding. This F-coded transaction is a tax-related share delivery rather than a discretionary market sale or purchase.

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

After the reported transactions, OneSpan CFO Jorge Garcia Martell directly holds 125,218 common shares. This reflects 3,055 shares received from restricted stock unit conversion, partially offset by 889 shares disposed of to satisfy related tax withholding obligations.

What is the structure of the OneSpan (OSPN) restricted stock units involved?

Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock. According to the disclosure, these units vest in eight equal semi-annual installments over four years, beginning on September 6, 2022, creating a gradual equity delivery schedule.

At what price were OneSpan (OSPN) shares disposed of for tax withholding?

The 889 OneSpan common shares disposed of for tax withholding were valued at $10.89 per share. This F-coded transaction represents payment of tax liability by delivering securities, rather than a voluntary open-market sale initiated for portfolio or valuation reasons.

What does transaction code M mean in the OneSpan (OSPN) Form 4 filing?

Code M in this Form 4 indicates an exercise or conversion of a derivative security. For OneSpan’s CFO, it reflects 3,055 restricted stock units converting into an equal number of common shares, increasing his direct share ownership without an associated cash exercise price.