Martell Jorge Garcia 4

What Happened

• Jorge Martell, Chief Financial Officer of OneSpan (OSPN), had 3,038 restricted stock units (RSUs) convert to common shares on 2026-02-23 (reported on Form 4 filed 2026-02-24). Of the 3,038 shares that vested/converted (recorded as derivative exercise/conversion), 1,053 shares were disposed/withheld to satisfy tax withholding at $10.75 per share for a total of $11,320. Net shares retained from this vesting event = 3,038 - 1,053 = 1,985 shares.

Key Details

• Transaction date: 2026-02-23; Form 4 filed: 2026-02-24 (appears timely).
• Acquired: 3,038 shares via conversion of RSUs (code M) at $0 exercise price (conversion/vesting).
• Disposed/withheld for taxes: 1,053 shares at $10.75 each = $11,320 (code F).
• Net shares received: 1,985 (3,038 vested minus 1,053 withheld).
• Footnotes: F1 — each RSU equals one share on settlement; F2 — RSUs vest over three years starting 2/23/2023 (1/3 vested 2/23/2024, then 1/6 every six months thereafter).
• Shares owned after the transaction: not specified in the provided excerpt.

Context

• This was a standard RSU vesting and sell-to-cover (tax withholding) transaction, not an open-market purchase or discretionary sale; such withholdings are common and primarily tax-driven rather than a signal of sentiment.
• The filing shows conversion of a derivative award (RSUs) into stock and an automatic disposition of a portion to pay taxes.