Jorge Garcia Martell - 31 Dec 2025 Form 4 Insider Report for OneSpan Inc. (OSPN)

Role: Chief Financial Officer
Signature: /s/ Lara Mataac, Attorney in Fact
Issuer symbol: OSPN
Transactions as of: 31 Dec 2025
Net transactions value: -$88,082
Form type: 4
Filing time: 02 Jan 2026, 16:54:01 UTC
Previous filing: 12 Dec 2025
Next filing: 20 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Martell Jorge Garcia	Chief Financial Officer	1 MARINA PARK DRIVE, UNIT 1410, BOSTON	/s/ Lara Mataac, Attorney in Fact	02 Jan 2026	0001943565

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSPN	Common Stock	Options Exercise	$0	+5,695	+5.2%	$0.000000	114,505	31 Dec 2025	Direct	F1
transaction	OSPN	Common Stock	Tax liability	$35,361	-2,754	-2.4%	$12.84	111,751	31 Dec 2025	Direct
transaction	OSPN	Common Stock	Options Exercise	$0	+8,492	+7.6%	$0.000000	120,243	31 Dec 2025	Direct	F1
transaction	OSPN	Common Stock	Tax liability	$52,721	-4,106	-3.4%	$12.84	116,137	31 Dec 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OSPN	Restricted Stock Unit	Options Exercise	$0	-5,695	-100%	$0.000000	0	31 Dec 2025	Common Stock	5,695	$0.000000	Direct	F1, F2
transaction	OSPN	Restricted Stock Unit	Options Exercise	$0	-8,492	-50%	$0.000000	8,492	31 Dec 2025	Common Stock	8,492	$0.000000	Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.
F2	On February 23, 2023, the reporting person was granted performance stock units (PSUs) that were eligible to be earned based upon the registrant's achievement of specified financial metrics for 2023. On February 19, 2024, the registrant's Compensation Committee determined the number of PSUs earned by the reporting person based upon the 2023 financial metrics. Effective on February 19, 2024, one-third of the earned PSUs were deemed vested on December 31, 2023 and an additional one-third vested on December 31, 2024. The remaining one-third of the earned PSUs vested on December 31, 2025.
F3	On May 14, 2024, the reporting person was granted performance stock units (PSUs) that were eligible to be earned based upon the registrant's achievement of specified financial metrics for 2024. In February 2025, the registrant's Compensation Committee determined that the reporting person had earned 25,476 PSUs based on the 2024 financial metrics. One-third of the earned PSUs vested on each of May 14, 2025 and December 31, 2025. The remaining one-third of the earned PSUs will vest on December 31, 2026, assuming the reporting person continues to be employed by the registrant on that date.