OneSpan Inc.

This summary is included to provide an introduction and overview of the information contained in this Proxy Statement. This is a summary only and does not contain all of the information we have included in this Proxy Statement. You should refer to the full Proxy Statement for more information about us and the proposals you are being asked to consider. For information regarding our 2025 financial performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Annual Report”) available on our website at www.investors.onespan.com or on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov. We include our website address (www.investors.onespan.com) in this Proxy Statement only as an inactive textual reference and do not intend it to be an active link to our website. The contents of our website are not incorporated into this Proxy Statement.

THE ANNUAL MEETING

Information About the Annual Meeting of Stockholders

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote TODAY by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card or Notice of Internet Availability (as described below) to vote via the Internet or by telephone. Returning your proxy card will not prevent you from voting at the Annual Meeting but will ensure that your vote is counted if you are unable to attend.

As we have done for previous meetings, this year’s Annual Stockholders Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in-person. If you plan to participate in the virtual meeting, please see “Questions and Answers regarding Voting Procedures and Other Information” on page 4. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the Internet.

PROPOSALS AND BOARD RECOMMENDATIONS FOR VOTING

PROPOSAL 1—ELECTION OF DIRECTORS

Our Board currently consists of the following seven directors: Marc Boroditsky, Garry Capers, Sarika Garg, Marianne Johnson, Michael McConnell, Alfred Nietzel and Marc Zenner. All have been nominated for re-election at the Annual Meeting (collectively, our “Board’s Nominees”). Proxies cannot be voted for a greater number of persons than the number of our Board’s Nominees. You are being asked to elect the seven nominees of the Board to serve on our Board until our 2027 annual meeting of stockholders (the “2027 Annual Meeting”), until their successors are duly elected and qualified or until their earlier death, resignation or removal.

Information regarding our Board’s Nominees is set forth below. For additional information concerning this proposal and our Board’s Nominees, see “Proposal 1—Election of Directors” on page 13, and for additional information regarding our directors, see “Information Regarding our Board of Directors” on page 9.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES.

PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking you to approve, on an advisory (non-binding) basis, our NEO compensation for 2025, as disclosed in “Compensation Discussion and Analysis” and the accompanying compensation tables and related narrative discussion beginning on page 40. We believe that our NEO compensation program described in our “Compensation Discussion and Analysis” reflects an overall pay-for-performance culture that aligns the interests of our executives with those of our stockholders. Our compensation programs are designed to provide a competitive level of compensation to attract, motivate and retain talented and experienced executives and to reward our NEOs for the achievement of financial goals and increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. In addition, we have implemented a number of executive compensation practices and policies that we believe reflect sound governance and promote the long-term interests of our stockholders.

For additional information concerning this proposal, see “Proposal 2—Advisory Vote on Executive Compensation” beginning on page 22. In addition, please see the information set forth in “Compensation Discussion and Analysis” and the accompanying compensation tables and related narrative discussion beginning on page 40.

PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

We are also asking you to approve, on an advisory (non-binding) basis, a frequency of "ONE YEAR" (an annual vote) for future advisory votes on NEO compensation. We recognize that an annual executive compensation advisory vote is the widely adopted standard and believe that an annual vote allows our stockholders to provide us with frequent and regular input on our executive compensation program.

For additional information concerning this proposal, see “Proposal 3—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation” beginning on page 22.

PROPOSAL 4—VOTE ON STOCK PLAN AMENDMENT

We are asking you to approve the amendment of our Amended and Restated 2019 Omnibus Incentive Plan to increase available shares thereunder by 2,000,000 shares (the "Stock Plan Amendment"). This will enable us to continue our equity compensation program, which we believe is critical in order for us to attract, retain, and motivate talented employees to drive achievement of our business objectives.

For additional information concerning this proposal, see "Proposal 4 —Vote on Stock Plan Amendment" beginning on page 22.

PROPOSAL 5—AUDITOR RATIFICATION

We are asking you to ratify, on an advisory (non-binding) basis, the appointment of KPMG as our independent registered public accounting firm for fiscal year 2026. Although a stockholder vote for this appointment is not required by law and is not binding on us, our Audit Committee will take your vote on this proposal into consideration when appointing or making changes to our independent registered public accounting firm in the future.

For additional information concerning this proposal, see “Proposal 5—Advisory Vote on Ratification of Independent Registered Public Accounting Firm” on page 34, and for information concerning the fees billed to us by KPMG for 2025 and 2024, see “Fees Paid to Independent Registered Public Accounting Firm for 2025 and 2024” on page 39.

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to effective corporate governance and high ethical standards. We believe that strong corporate governance policies and practices strengthen the accountability of our Board and management, promote better business performance and align the long-term interests of our management team with our stakeholders, including our stockholders, our customers and our employees. For additional information regarding our Board’s policies and practices and the composition of our Board, see “Information Regarding Our Board of Directors” on page 9 and “Director Compensation” on page 63. Highlights of our current corporate governance policies and practices and features of our Board include:

Board Composition

Board Governance

DIRECTOR SKILLS, QUALIFICATIONS AND CHARACTERISTICS

The Corporate Governance and Nominating Committee regularly evaluates the skills, qualifications and characteristics identified as important for directors to provide effective oversight to our Company. See “Information Regarding Our Board of Directors—Director Skills, Qualifications and Characteristics” on page 9 for additional information.

CORPORATE RESPONSIBILITY

As a global corporation with operations, customers, and suppliers in many countries, we believe that responsible management of our environmental and social impacts, risks and opportunities is important for positioning our business for long-term resilience and success. Please see our annual environment, social and governance report, available on our website, for additional information.