Martell Jorge Garcia 4

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.