Limongelli Victor 4

What Happened
Victor Limongelli, CEO and President of OneSpan Inc. (OSPN), was credited with 42,511 performance stock units (PSUs) on Feb 17, 2026. The Form 4 reports this as an award/derivative acquisition at $0.00 per unit (no cash paid). The PSUs were determined earned based on OneSpan’s 2025 financial metrics.

Key Details

• Transaction date: 2026-02-17; price reported: $0.00 (derivative award).
• Number of units awarded/earned: 42,511 PSUs.
• Shares owned after transaction: not disclosed in the filing.
• Footnote F1: Each restricted stock unit represents a contingent right to receive one share of OneSpan common stock.
• Footnote F2: The PSUs were originally granted on Mar 4, 2025; on Feb 17, 2026 the Compensation Committee determined 42,511 PSUs were earned for 2025 performance. Vesting is contingent on continued employment: 1/3 vests Mar 4, 2026; 1/3 vests Dec 31, 2026; 1/3 vests Dec 31, 2027.

Context
This is a performance-based equity award (derivative) that gives the reporting person a contingent right to receive shares if vesting conditions are met; it is not a market purchase or sale. The award reflects compensation tied to company performance and does not by itself indicate the insider is buying or selling stock.