Sec Form 4 Filing - Moynahan Matthew @ OneSpan Inc. - 2023-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Moynahan Matthew 2. Issuer Name and Ticker or Trading Symbol OneSpan Inc. [ OSPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1 MARINA PARK DRIVE, UNIT 1410 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/31/2023 M 47,541 A $ 0 ( 1 ) 180,487 D Common Stock 12/31/2023 F 21,085 D $ 10.72 159,402 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Restricted Stock Unit Awards $ 0 ( 1 ) 12/31/2023 M 47,541 ( 2 ) ( 2 ) Common Stock 47,541 $ 0 ( 1 ) 47,541 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moynahan Matthew 1 MARINA PARK DRIVE UNIT 1410 BOSTON, MA02210 X Chief Executive Officer Signatures Lara Mataac, Attorney in Fact 01/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of OSPN common stock. ( 2 )On June 23, 2022, 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 2022. On February 23, 2023, the registrant's Compensation Committee determined the number of PSUs that were earned by the reporting person based upon the 2022 financial metrics. Effective on February 23, 2023, 1/3 of the earned PSUs were deemed vested on December 31, 2022, an additional 1/3 of the earned PSUs vested on December 31, 2023, and the final 1/3 of the earned PSUs will vest on December 31, 2024, provided that the reporting person is employed by the registrant at that time.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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