Martell Jorge Garcia 4

4 · OneSpan Inc. · Filed Feb 20, 2026

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Updated Feb 20, 2026

OneSpan (OSPN) CFO Martell Garcia Receives 11,904-Share Award

What Happened

Martell Jorge Garcia, Chief Financial Officer of OneSpan Inc. (OSPN), was granted/awarded 11,904 performance stock units (PSUs) on February 17, 2026. The Form 4 reports the acquisition price as $0.00 (derivative award); no sale occurred and no cash changed hands in this filing.

Key Details

Transaction date and price: 2026-02-17, 11,904 PSUs acquired at $0.00 per unit (reported value $0).
Filing date: Form 4 filed 2026-02-20 reporting the Feb 17 transaction.
Shares owned after transaction: Not disclosed in the filing.
Notable footnotes:
- F1: Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.
- F2: These were PSUs originally granted on March 4, 2025 and were determined earned on Feb 17, 2026 based on OneSpan’s 2025 financial metrics. The earned PSUs vest 1/3 on March 4, 2026, then 1/3 on Dec 31, 2026 and 1/3 on Dec 31, 2027, subject to continued employment.

Context

These are derivative awards (PSUs) that give the holder a contingent right to receive shares if vesting conditions are met; they are not an immediate stock purchase or sale. Economic value will be realized only when and if the PSUs convert to shares and/or are sold. The award reflects compensation tied to company performance for 2025 rather than an open-market purchase or insider sale.

Form 4

Period: 2026-02-17

Chief Financial Officer

Transactions

Award
Restricted Stock Unit
[F1][F2]
2026-02-17+11,904→ 11,904 total
Exercise: $0.00→ Common Stock (11,904 underlying)

Footnotes (2)

[F1]Each restricted stock unit represents a contingent right to receive one share of OSPN common stock.
[F2]On March 4, 2025, 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 2025. On February 17, 2026, the registrant's Compensation Committee determined that the reporting person had earned 11,904 PSUs based on the 2025 financial metrics. The earned PSUs will vest as to 1/3 of the shares on March 4, 2026 and as to an additional 1/3 of the shares on each of December 31, 2026 and December 31, 2027, assuming the reporting person continues to be employed by the registrant on each such date.

Signature

/s/ Lara Mataac, Attorney in Fact|2006-02-20

1 file