OneSpan Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K.
(1)The following consolidated financial statements and notes thereto, and the related independent auditors’ report, are included on pages F-1 through F-42 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
(2)All other financial statement schedules are omitted because such schedules are not required or the information required has been presented in the aforementioned consolidated financial statements.
(3)The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference as set forth at the end of the list of exhibits:
| ExhibitNumber | Description |
| 3.1 | Certificate of Incorporation of the Registrant, as amended (Incorporated by Reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed August 4, 2022) |
| 3.2 | Amended and Restated Bylaws of Registrant, effective as of January 30, 2023. (Incorporated by Reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on February 1, 2023) |
| 4.1 | Specimen of Registrant’s Common Stock Certificate. (Incorporated by Reference to the Registrant’s Registration Statement on Form S-4, as amended (Registration No. 333-35563), originally filed on September 12, 1997.) |
| 4.2 | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by Reference to Exhibit 4.2 to the Registrant's Form 10-K filed March 6, 2024) |
| 10.1 | Credit Agreement, dated as of June 23, 2025, by and among OneSpan Inc., as Borrower, certain subsidiaries of OneSpan Inc., as Guarantors, the Lenders party thereto, and MUFG Bank, Ltd., as Administrative Agent, Swingline Lender and letter of credit Issuer (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 23, 2025) |
| 10.2* | Employment Agreement dated July 31, 2024 between the Registrant and Victor Limongelli (Incorporated by Reference to Exhibit 10.1 to the Registrant's Form 10-K filed February 27, 2025) |
| ExhibitNumber | Description |
|---|---|
| 10.3* | Letter Agreement dated October 22, 2024 between the Company and Victor Limongelli ((Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 30, 2024) |
| 10.4* | Special PSU Agreement dated July 31, 2024 between the Registrant and Victor Limongelli (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 8-K filed August 1, 2024) |
| 10.5* | Employment Agreement between the Registrant and Jorge Martell (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed November 1, 2022) |
| 10.6* | Employment Agreement between the Registrant and Lara Mataac (Incorporated by Reference to Exhibit 10.3 to the Registrant’s Form 10-K filed February 28, 2023) |
| 10.7* | Employment Agreement dated December 16, 2024 between the Registrant and Ashish Jain (Incorporated by Reference to Exhibit 10.1 to the Registrant's Form 10-K filed February 27, 2025) |
| 10.8* | 2025 Management Incentive Plan of the Registrant (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed May 1, 2025) |
| 10.9* | OneSpan Inc. Amended and Restated 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 5, 2025) |
| 10.10* | Form of Director and Officer Indemnification Agreement (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-K filed February 28, 2023) |
| 10.11* | Form of 2025 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed May 1, 2025) |
| 10.12* | Form of 2025 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed May 1, 2025) |
| 10.13* | Form of 2025 Time-Based RSU Agreement (General) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed May 1, 2025) |
| 10.14* | Form of 2024 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 1, 2024) |
| 10.15* | Form of 2024 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed August 1, 2024) |
| 10.16* | Form of 2023 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.8 to the Registrant's Form 10-K filed March 6, 2024) |
| 10.17* | Form of 2022 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant's Form 10-Q filed November 1, 2022) |
| 10.18* | Form of Time-Based Deferred RSU Agreement for Non-Employee Directors of the Registrant (Incorporated by Reference to Exhibit 4.10 to the Registrant’s Form 10-K filed March 16, 2020) |
| ExhibitNumber | Description |
| 19 | Insider Trading Policy, dated March 11, 2024 (Incorporated by Reference to Exhibit 10.1 to the Registrant's Form 10-K filed February 27, 2025) |
| 21 | Subsidiaries of Registrant |
| 23 | Consent of KPMG LLP |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 |
| 32.1 | Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 |
| 32.2 | Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 |
| 97 | Dodd-Frank Compensation Recovery Policy (Incorporated by Reference to Exhibit 97 to the Registrant’s Form 10-K filed March 6, 2024) |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 104 | Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) |
*Compensatory plan or management contract.
OneSpan Inc. will furnish any of the above exhibits to stockholders upon written request addressed to the Secretary at the address given on the cover page of this Form 10-K.
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