OneSpan (OSPN) CFO Martell Garcia Exercises RSUs, Withholds Shares

What Happened

• Martell Jorge Garcia, Chief Financial Officer of OneSpan Inc. (OSPN), converted a total of 4,818 derivative awards into common stock (1,763 on 2026-09-04 and 3,055 on 2026-09-06). These conversions were reported as exercise/conversion of derivatives (code M) at $0.00 per share.
• To cover tax liabilities, 518 shares were withheld on 2026-09-04 and 897 shares were withheld on 2026-09-06 (code F) at $16.70 per share, resulting in cash value withheld of $8,651 and $14,980 respectively — a combined tax-withholding value of $23,631 for 1,415 shares.
• These actions are conversions of restricted stock units/derivative awards rather than open-market purchases or sales; the withholding is a routine tax-withholding disposition.

Key Details

• Transaction dates and prices:
  • 2026-09-04: 1,763 shares acquired via conversion (M) at $0.00; 518 shares withheld for taxes (F) at $16.70 = $8,651.
  • 2026-09-06: 3,055 shares acquired via conversion (M) at $0.00; 897 shares withheld for taxes (F) at $16.70 = $14,980.
• Total converted: 4,818 shares. Total withheld for taxes: 1,415 shares valued at $23,631.
• Footnotes: F1 — each restricted stock unit (RSU) equals a contingent right to one share. F2/F3 — vesting schedules apply (some awards vest over three years beginning 3/4/2025; others over four years beginning 9/6/2022).
• Shares owned after the transactions: not specified in the provided filing.
• Filing: Form 4 filed 2026-09-08 reporting transactions dated 2026-09-04 and 2026-09-06.

Context

• These entries reflect conversion/settlement of RSUs (derivative awards) and use of share withholding to satisfy tax obligations — a common, non-market-sale method to cover withholding rather than an open-market sale.
• Such tax-withholding dispositions are routine and do not necessarily indicate the insider’s market view; they simply reflect vesting and tax payment mechanics.