OneSpan Inc.

PROPOSAL 3

VOTE TO APPROVE AN AMENDMENT TO OUR 2019 OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 1,500,000 SHARES

Why We Are Requesting Stockholder Approval of the Stock Plan Amendment

We are asking our stockholders to approve an amendment, which we refer to as the “Stock Plan Amendment”, to the OneSpan Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”) to increase the number of shares available for issuance under the 2019 Plan by 1,500,000 shares. In this Proposal 3, we refer to the 2019 Plan, as amended by the Stock Plan Amendment, as the “Amended 2019 Plan”. If Proposal 3 is approved, this will be the first share increase to the 2019 Plan since it was originally approved by stockholders in June 2019.

Our Board believes that our ability to achieve our business objectives depends significantly on our ability to attract, retain and motivate talented employees. The market for qualified personnel in our industry is highly competitive. We compete with a wide range of companies for talent, including early stage private and venture-backed entities and recently public and mature public companies. In each case, these companies offer equity incentives as a central and significant component of their compensation packages. The ability to grant equity awards is therefore critical to our ability to successfully compete for talent.

The 2019 Plan is our existing equity incentive plan, which was originally approved by our Board on February 1, 2019 and by our stockholders on June 12, 2019. We have not added additional shares to the 2019 Plan in the six years since its inception, and as of April 8, 2025, only 355,463 shares remain available for issuance under the 2019 Plan. We do not believe this provides us with sufficient grant capacity to offer market-competitive equity awards in connection with our anticipated hiring for the remainder of 2025 or to grant our annual equity awards in 2026, which are a key tool to incentivize and retain our employees. As a result, on April 3, 2025, upon the recommendation of the Management Development and Compensation Committee (referred to in this Proposal 3 as the “Committee”) and subject to stockholder approval, our Board adopted the Stock Plan Amendment solely to increase the number of shares available for issuance under the 2019 Plan by 1,500,000 shares, subject to adjustment in the event of share splits and other similar events, and to clarify that the carve out from the Amended 2019 Plan’s minimum vest provision applies to 5% of the total number of shares available under the Amended 2019 Plan. Other than making such revisions, the Stock Plan Amendment does not make any changes to the 2019 Plan. If approved, the new shares reserved under the Amended 2019 Plan would represent approximately 3.9% of our 38,230,467 outstanding shares as of April 8, 2025. Our Board believes the proposed dilution to stockholders as a result of the amendment is judicious and sustainable and, importantly, critical to meet our business goals.

We intend to use the Amended 2019 Plan as we have utilized the 2019 Plan: specifically, to grant equity awards to our employees, non-employee directors, consultants, and advisors in order to recruit, incentivize, retain and reward those who are critical to our success. If stockholders approve the Stock Plan Amendment, subject to adjustment in the event of share splits and other similar events, awards may be made under the Amended 2019 Plan for up to 6,500,000 shares. The Amended 2019 Plan does not include an evergreen provision and includes several features that are consistent with protecting stockholder interests and sound corporate governance practices. Certain of these features are described in greater detail below under the heading “— Highlights of the Amended 2019 Plan.”

The following table includes information, as of April 8, 2025, regarding all of our outstanding equity awards under all of our equity-based compensation plans and arrangements under which shares of common stock may be issued, including shares subject to outstanding awards under the 2019 Plan and the number of shares of our common stock that remain available under the 2019 Plan for future awards.

Other than as set forth above, as of April 8, 2025, there were no outstanding shares of restricted stock, no stock options, stock appreciation rights, or any other stock-based awards.

We and our Board understand that our equity compensation needs must be balanced against the dilutive effect of such programs to our stockholders. Accordingly, the share pool increase being requested for the Amended 2019 Plan is the result of careful consideration of our projected annual equity awards to employees and our non-employee directors, employee promotion and recognition awards, awards to attract and retain employees, our overhang and burn rate (both of which are discussed below) and an assessment of the magnitude of the increase that our stockholders would likely find acceptable. We believe that the size of the proposed increase to the share pool under the Amended 2019 Plan is reasonable and, if stockholder approval of the Stock Plan Amendment is obtained at the Annual Meeting, we expect that the share pool under the Amended 2019 Plan will allow us to continue to grant equity awards for approximately one to two years; however, this may vary based on changes in our share price, market practice, our employee base, and the number of employees participating in the Amended 2019 Plan. An analysis of our overhang and burn rate appears below under the heading “— Information Regarding Overhang and Dilution.”

We believe the Stock Plan Amendment, if approved, will be vital to our ability to attract, retain and engage our employees through equity incentives. The inability to offer our employees competitive equity incentive awards could have a material adverse impact on our business. Further, if the Stock Plan Amendment is not approved, we may need to increase the cash compensation we offer our non-employee directors, officers and employees, which would reduce the cash resources we have allocated to meeting our business needs and achieving our strategic objectives. We therefore strongly believe that the approval of the Stock Plan Amendment is critical to our ability to operate our business.

If this proposal is approved by our stockholders, we intend to register the additional shares reserved for issuance under the Amended 2019 Plan by filing a Registration Statement on Form S-8 as soon as practicable following such approval.

The remainder of this Proposal 3 includes:

•Highlights of the Amended 2019 Plan

•Reasons Why Stockholders Should Approve the Stock Plan Amendment

•Information Regarding Overhang and Dilution

•Description of the Amended 2019 Plan

•Federal Income Tax Consequences; and

•Awards Granted under the 2019 Plan

Highlights of the Amended 2019 Plan

•No discounting of options or stock appreciation rights (“SARs”). All options and SARs must have an exercise or base price that is at least equal to the fair market value of the underlying share of common stock on the date of grant.

•No repricing of awards. The Amended 2019 Plan prohibits the direct or indirect repricing of options or SARs without stockholder approval.

•No dividend equivalents on options or SARs. No options or SARs granted under the Amended 2019 Plan may entitle the holder to receive dividend equivalents with respect to the shares of common stock subject to such option or SAR.

•Dividends & dividend equivalents on restricted stock awards, restricted stock units and other stock awards (“Stock Awards”) and performance awards are subject to the same vesting conditions and restrictions as the awards to which they relate. Any dividends or dividend equivalents granted with respect to restricted shares, RSUs or other stock awards and performance awards will be subject to the same vesting conditions and restrictions as the award with respect to which they are granted.

•Minimum one-year vesting period. Awards granted under the Amended 2019 Plan must have a minimum vesting period of one year, subject to a carve out for up to 5% of available shares under the Amended 2019 Plan and subject to the Committee’s ability to accelerate or continue the vesting or exercisability of an award in the event of a termination of employment or upon or after a change in control or otherwise as permitted by the Amended 2019 Plan.

•No liberal share recycling. The Amended 2019 Plan prohibits the re-granting of (i) shares that were subject to an option or stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (ii) shares delivered or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award, or (iii) shares repurchased by the Company on the open market using proceeds from an option exercise.

•Material amendments require stockholder approval. Stockholder approval is required prior to an amendment to the Amended 2019 Plan if (i) stockholder approval is required by applicable law, rule or regulation, including any Nasdaq listing rule, or any other stock exchange on which the common stock is then traded or (ii) the amendment seeks to modify the non-employee director compensation limit set forth in the Amended 2019 Plan or the prohibition on repricing set forth under the Amended 2019 Plan.

•No automatic vesting of awards on a change in control. The Amended 2019 Plan does not provide for the automatic vesting of awards in connection with a change in control.

•No evergreen. The Amended 2019 Plan does not provide for any automatic increase in the number of shares of common stock available for issuance under the Amended 2019 Plan.

•Administered by an independent committee. The Amended 2019 Plan is administered by the Committee, which is made up entirely of independent directors.

•Limit applicable to non-employee directors. The maximum aggregate value of cash compensation and the grant date fair value of shares of common stock that may be awarded or granted during any fiscal year of the Company to any non-employee director may not exceed $400,000.

Reasons Why Stockholders Should Approve the Plan Amendment

Attracts, Retains and Motivates Talent. Attracting, retaining and motivating talented employees in a competitive labor market is critical to our business. Our equity-based compensation program has been and, if the Stock Plan Amendment is approved, will continue to be a key component in our ability to pay market-competitive compensation to our employees.

Promotes Retention. Since our board of directors typically grants awards to employees that vest over a three-year period, employees must generally remain with us in order to realize the potential benefits of their equity awards.

Aligns with our Pay-for-Performance Compensation Philosophy. We believe that equity-based compensation is performance-based. As the value of our shares appreciate, our employees receive greater compensation at the same time that our stockholders are receiving a greater return on their investment. Conversely, if the share price does not appreciate following the grant of an equity award, then our employees would receive reduced compensation in respect of RSUs and PSUs. Indeed, not only are our equity-based compensation awards performance-based in the sense that they provide greater value when our stock price increases and less value when our stock price decreases but we also have a consistent record of granting a significant portion of our executives’ equity in the form of PSUs, which are earned only upon the achievement of financial targets determined by the Committee. We have granted a significant portion of PSUs to our executives each year since the original adoption of the 2019 Plan. For example, 75% of the grant date value of the 2025 annual equity awards awarded in March 2025 to each of our currently-employed NEOs were in the form of PSUs.

Aligns Employee and Director Interests with Stockholder Interests. Providing a significant portion of our employee and non-employee director compensation in the form of equity directly aligns the interests of employees and directors with the interests of our stockholders. If the Stock Plan Amendment is approved by stockholders, we will be able to continue granting equity-based incentives that foster this alignment.

Consistent with Stockholder Interests and Sound Corporate Governance. As described under the heading “Highlights of the Amended 2019 Plan” and more thoroughly below, the Amended 2019 Plan is purposefully designed to include features that we believe are consistent with the interests of our stockholders and sound corporate governance practices.

Information Regarding Overhang and Dilution

In developing our share request for the Stock Plan Amendment and analyzing the impact of utilizing equity as a means of compensation on our stockholders, we considered both our “overhang” and our “burn rate”.

Overhang is a measure of potential dilution which we define as the sum of (i) the total number of shares underlying all equity awards outstanding and (ii) the total number of shares available for future award grants, divided by the sum of (a) the total number of shares underlying all equity awards outstanding, (b) the total number of shares available for future awards and (c) the number of shares outstanding As of April 8, 2025, there were 2,115,652 shares underlying all RSU and PSU awards outstanding (with 2025 PSU awards reflected at the target level of performance), and 355,463 shares available for future awards under the 2019 Plan. The number of shares of our Common Stock outstanding as of April 8, 2025, was 38,230,467. Accordingly, our overhang on April 8, 2025 was 6.1%. If the 1,500,000 additional shares proposed to be authorized for grant under the Amended 2019 Plan are included in the calculation, our overhang on April 8, 2025 would have been 9.4%.

Burn rate provides a measure of the potential dilutive impact of our equity award program. We calculate our burn rate by dividing the number of shares subject to equity awards granted during the year by the basic weighted average number of shares outstanding for that year. Set forth below is a table that reflects our burn rate for 2024, 2023 and 2022 as well as an average over those three years.

(1) Awards granted includes shares subject to RSU and PSU awards that were granted during the applicable year, even if they were ultimately forfeited. PSU awards other than the Special PSU Grant to Mr. Limongelli made in July 2024 are included at their target performance level, regardless of their ultimate achievement level. The Special PSU Grant is included in 2024 at its maximum achievement level of 300,000 shares.

Additional Information on Performance-Based Awards

The table below details performance-based awards granted, vested, and forfeited in each year for the past three years.

Except for the Special PSU Grant (which is reflected at the maximum level of achievement), figures for "Granted" PSUs in the table show the number of shares that would be earned for target-level performance under the relevant PSU award. Any shares earned, including shares above target level, are reflected in the year they vest (upon achievement of both the applicable financial performance metric and satisfaction of applicable time-based vesting requirements (as described below)) in the rows labeled “Vested” below. If the target level is not met at all or only partially met, any forfeited target level shares are shown in the rows labeled “Forfeited” for the year when the forfeiture, as a result of the failure to completely achieve the applicable performance metric, became

effective. Rows labeled “Forfeited” also show shares forfeited due to non-achievement of time-based vesting conditions.

Other than the Special PSU Grant (for which the vesting terms are described in "Compensation Discussion and Analysis - Long Term Incentive Compensation"), all performance-based awards granted in the past three fiscal years were to be earned based on achievement of financial performance metrics over a one-year performance period. Any earned shares then became subject to an additional time-based vesting requirement, generally for two years after the end of the relevant performance period. Earned shares are reflected as “Vested” in the year they meet any applicable time-based vesting conditions.

(1) Reflects 2021 PSU grant to Mr. Moynahan at maximum earned shares level of 250,000 shares.

(2) Reflects Mr. Limongelli's Special PSU Grant at maximum earned shares level of 300,000 shares.

Equity Compensation Plan Information

For more information on our equity compensation plans, please see the section titled “Equity Compensation Plan Information” contained elsewhere in this Proxy Statement.

Description of the Amended 2019 Plan

The following brief description of the Amended 2019 Plan is qualified in its entirety by reference to the plan document, a copy of which is attached as Appendix B and incorporated into this Proxy Statement by reference.

Administration

The Amended 2019 Plan is administered by the Committee, or a subcommittee thereof, or such other committee designated by the Board to administer the Amended 2019 Plan (the “Plan Committee”), consisting of two or more members of the Board. Each member of the Plan Committee is intended to be (i) a “non-employee director” within the meaning of Rule 16b‑3 under the Exchange Act, and (ii) “independent” within the meaning of the rules of the Nasdaq listing rules.

Subject to the express provisions of the Amended 2019 Plan, the Plan Committee has the authority to select eligible persons to receive awards and determine all of the terms and conditions of each award. All awards must be evidenced by an agreement containing such provisions not inconsistent with the Amended 2019 Plan as the Plan Committee approves. The Plan Committee also has authority to establish rules and regulations for administering the Amended 2019 Plan and to decide questions of interpretation or application of any provision of the Amended 2019 Plan. All such interpretations, rules, regulations and conditions of the Plan Committee will be conclusive and binding on all parties. The Plan Committee may take any action such that (1) any outstanding options and SARs become exercisable in part or in full, (2) all or any portion of a restriction period on any outstanding awards lapse, (3) all or a portion of any performance period applicable to any outstanding awards lapse, and (4) any performance measures applicable to any outstanding awards be deemed satisfied at the target, maximum or any other level.

The Plan Committee may delegate some or all of its power and authority under the Amended 2019 Plan to the Board or, subject to applicable law, a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company as the Plan Committee deems appropriate, except that it may not delegate its power and authority to a member of the Board, the Chief Executive Officer or any other executive officer of the Company with regard to awards to persons subject to Section 16 of the Exchange Act.

No member of the Board or the Plan Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Plan Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with the Amended 2019 Plan in good faith, and the members of the Board and the Plan Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law (except as otherwise may be provided in the Company’s certificate of incorporation and/or its by-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

Available Shares

Under the Amended 2019 Plan, the maximum number of shares of common stock available for awards (all of which may be

issued in connection with incentive stock options) is 6,500,000, excluding substitute awards granted in connection with corporate transactions. This amount is subject to adjustment in the event of any equity restructuring that causes the per share value of shares of our common stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend. The number of available shares will be reduced by the sum of the aggregate number of shares of common stock which become subject to outstanding awards. To the extent that shares of common stock subject to an outstanding award granted under the Amended 2019 Plan or any other equity plan maintained by the Company under which awards were outstanding as of the original adoption date of the 2019 Plan (a “Prior Plan”), other than substitute awards, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares of common stock subject to an option canceled upon settlement of a related tandem SAR (defined below) or subject to a tandem SAR cancelled upon exercise of a related option), or (ii) the settlement of such award in cash, then such shares of common stock will again be available under the Amended 2019 Plan. Shares of common stock subject to an award under the Amended 2019 Plan or a Prior Plan will not again be available for issuance if such shares are (i) shares that were subject to an option or a stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (ii) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award, or (iii) shares repurchased by the Company on the open market with the proceeds of an option exercise. The Amended 2019 Plan provides that the aggregate value of cash compensation and the grant date fair value of shares of common stock that may be awarded or granted during any fiscal year to any non-employee director may not exceed $400,000.

Minimum Vesting Period

No award (or any portion of any award) granted under the Amended 2019 Plan will become exercisable or vested prior to the one-year anniversary of the date of grant; provided, however, that up to five percent (5%) of the total number of shares of common stock initially available under the Amended 2019 Plan may be granted pursuant to awards with vesting periods of less than one year. This minimum vesting period does not restrict the Plan Committee’s ability to accelerate or provide for the continued vesting or exercisability of an award upon a termination of employment or upon or after a change in control of the Company or otherwise as permitted under the Amended 2019 Plan.

Adjustment Events

In the event of any equity restructuring that causes the per share value of shares of our common stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under the Amended 2019 Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Stock Award (including the number and class of securities subject thereto), and the terms of each outstanding performance award (including the number and class of securities subject thereto, if applicable), shall be appropriately adjusted by the Plan Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments may be made as determined to be appropriate and equitable by the Plan Committee to prevent dilution or enlargement of rights of participants. The decision of the Plan Committee regarding any such adjustment shall be final, binding and conclusive.

Change in Control

Subject to the terms of an award agreement, in the event of a change in control of the Company, the Board (as constituted prior to such change in control) may, in its discretion, require that (i) some or all outstanding options and SARs will become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the restriction period applicable to some or all outstanding Stock Awards will lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the performance period applicable to some or all outstanding awards will lapse in full or in part, and (iv) the performance measures applicable to some or all outstanding awards will be deemed satisfied at the target, maximum or any other level. In addition, in the event of a change in control, the Board may, in its discretion, require that shares of capital stock of the company resulting from or succeeding to the business of the Company pursuant to such change in control, or the parent thereof, be substituted for some or all of the shares of Company common stock subject to outstanding awards as determined by the Board, and/or require outstanding awards, in whole or in part, to be surrendered to the Company in exchange for (1) a payment of cash, in an amount equal to (A) in the case of an option or an SAR, the aggregate number of shares of our common stock then subject to the portion of such option or SAR surrendered, whether or not vested or exercisable, multiplied by the excess, if any, of the fair market value of a share of our common stock as of the date of the change in control, over the purchase price or base price per share of common stock subject to such option or SAR, (B) in the case of a Stock Award or a performance award denominated in shares of our common stock, the number of shares of common stock then subject to the portion of such award surrendered to the extent the performance measures applicable to such award have been satisfied or are deemed satisfied, whether or not vested, multiplied by the fair market value of a share of our common stock as of the date of the change in control, and (C) in the case of a performance award denominated in cash, the value of the performance award then subject to the portion of such award surrendered to the extent the performance measures applicable to such award have been satisfied or are deemed satisfied, (2) shares of capital stock in the company resulting from the change in control, or the parent thereof, having a fair market value not less than the amount determined under clause (1); or (3) a combination of both clauses (1) and (2).

Under the terms of, and subject to the exceptions and limitations set forth in, the Amended 2019 Plan, a change in control is generally defined as the occurrence of any one of the following events: (i) certain acquisitions of more than 40% of either the Company’s then-outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board; (ii) certain changes in the majority composition of the Board within any period of 12 consecutive months; (iii) the sale of all or substantially all of the Company’s assets or the consummation of a reorganization, merger or consolidation of the Company; or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

No Repricing

The Plan Committee may not, without the approval of stockholders, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the fair market value of a share of common stock on the date of such cancellation, in each case, other than in connection with a change in control or pursuant to the plan’s adjustment provisions described above.

Termination and Amendment

The 2019 Plan originally became effective as of February 1, 2019, the date on which it was approved by the Board. The Amended 2019 Plan will terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of the original effective date of the 2019 Plan (February 1, 2029), unless earlier terminated by the Board. No incentive

stock options may be granted after January 31, 2029. Termination of the Amended 2019 Plan will not affect the terms or conditions of any award granted prior to its termination. The Board may amend the Amended 2019 Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including any Nasdaq listing rule, and provided that no amendment may be made that seeks to modify the non-employee director compensation limit described above or the prohibition on repricing of options and SARs without stockholder approval under the Amended 2019 Plan. Additionally, no amendment to the Amended 2019 Plan may materially impair the rights of a holder of an outstanding award without the consent of such holder.

Eligibility

Participants in the Amended 2019 Plan will consist of such officers, other employees, non-employee directors, consultants, independent contractors and agents of the Company and its subsidiaries (and such persons who are expected to become any of the foregoing) as selected by the Plan Committee. As of April 8, 2025, approximately four executive officers (who are current employees), 559 employees (excluding executive officers), and seven non-employee directors would be eligible to participate in the Amended 2019 Plan if selected by the Plan Committee. Although we do not typically make equity grants to consultants or independent contractors, approximately six independent contractors would be eligible to participate in the Amended 2019 Plan if selected by the Plan Committee.

Provisions for Foreign Participants

The Plan Committee may grant awards to eligible persons who are foreign nationals and/or reside outside of the United States on such terms and conditions different from those specified in the Amended 2019 Plan as may in the judgment of the Plan Committee be necessary or desirable to foster and promote achievement of the purposes of the Amended 2019 Plan. In furtherance of such purposes the Plan Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its subsidiaries operates or has employees.

Withholding

The Company has the right to require, prior to the issuance or delivery of any shares of common stock or the payment of any cash pursuant to an award, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An award agreement may provide that (i) the Company will withhold whole shares of common stock which would otherwise be delivered to a holder, having an aggregate fair market value determined as of the date the obligation to withhold or pay taxes arises in connection with an award, which we refer to as the “Tax Date”, or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of common stock having an aggregate fair market value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of common stock which would otherwise be delivered having an aggregate fair market value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the award agreement relating to the award. Shares of common stock to be delivered or withheld may not have an aggregate fair market value in excess of the amount determined by applying the minimum statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under the accounting rules then in effect, and is permitted under applicable tax withholding rules). Any fraction of a share of common stock which would be required to satisfy such an obligation will be disregarded and the remaining amount due must be paid in cash by the holder.

Descriptions of Awards

Stock Options and SARs

The Amended 2019 Plan allows for the grant of options and SARs. The Plan Committee will determine the conditions to the exercisability of each option and SAR.

A participant who is awarded an option receives the right to purchase a specified number of shares of common stock at a specified purchase price and subject to the other terms and conditions that are specified in connection with the award agreement. Options may be granted as incentive stock options or nonqualifed stock options. Each option will be exercisable for no more than ten (10) years after its date of grant. If the option is an incentive stock option and the optionee owns greater than ten percent (10%) of the voting power of all shares of capital stock of the Company (a “ten percent holder”), then the option will be exercisable for no more than five years after its date of grant. Except in the case of substitute awards granted in connection with a corporate transaction, the purchase price of an option will not be less than 100% of the fair market value of a share of common stock on the date of grant, unless the option is an incentive stock option and the optionee is a ten percent holder, in which case the purchase price will be the price required by the Code.

A SAR entitles the holder to receive upon exercise (subject to withholding taxes) shares of common stock (which may be restricted stock) or, to the extent provided in the award agreement, cash or a combination thereof, with an aggregate value equal to the difference between the fair market value of the shares of common stock on the exercise date and the base price of the SAR. Each SAR will be exercisable for no more than ten (10) years after its date of grant, except that any SAR granted in tandem with an option (a “tandem SAR”) must be exercised no later than the expiration, cancellation, forfeiture or other termination of the related option. Other than in the case of substitute awards granted in connection with a corporate transaction, the base price of a SAR will not be less than 100% of the fair market value of a share of common stock on the date of grant, provided that the base price of a tandem SAR granted will be the purchase price of the related option.

All of the terms relating to the exercise, cancellation or other disposition of options and SARs (i) upon a termination of employment of a participant, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, are determined by the Plan Committee. Notwithstanding anything in an award agreement to the contrary, the holder of an option or SAR will not be entitled to receive dividend equivalents with respect to the shares of common stock subject to such option or SAR.

Stock Awards

The Amended 2019 Plan allows for the grant of Stock Awards. The Plan Committee may grant a Stock Award as a restricted stock award, restricted stock unit award or other stock award.

A restricted stock award is an award of our common stock that is subject to a restriction period and may also be subject to the attainment of specified performance measures within a specified performance period. Unless otherwise set forth in a restricted stock award agreement, the holder of shares of restricted stock has rights as a stockholder of the Company, including the right to vote and receive dividends with respect to shares of restricted stock and to participate in any capital adjustments applicable to all holders of the Company’s common stock, provided, however, that distributions or dividends with respect to shares of restricted stock, including regular cash dividends, will be subject to the same restrictions that apply to such shares. A participant who is granted an RSU award is entitled to receive shares of our common stock, or in lieu thereof and to the extent set forth in an award agreement, cash equal to the fair market value of such shares, contingent upon the expiration of a specified restriction period, which may be contingent upon the attainment of specified performance measures within a specified performance period. The agreement awarding restricted stock units will specify (i) whether such award may be settled in shares of common stock, cash or a combination of shares and cash and (ii) whether the holder will be entitled to receive dividend equivalents, and, if determined by the Plan Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of common stock subject to such award. Any dividend equivalents with respect to restricted stock units that are subject to vesting conditions will be subject to the same vesting conditions of the underlying awards. Prior to settlement of a restricted stock unit, the holder of a restricted stock unit has no rights as a stockholder of the Company.

Restricted stock awards and RSU awards are subject to forfeiture if the holder does not remain continuously in the employment of the Company during the restriction period or if specified performance measures (if any) are not attained during the performance period.

Other stock awards are awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock (including shares granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred stock units, stock purchase rights and shares issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement).

All of the terms relating to the satisfaction of performance measures and the termination of a restriction period or performance period relating to a Stock Award, or the forfeiture and cancellation of a Stock Award (i) upon a termination of employment, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Performance Awards

The Amended 2019 Plan also allows for the grant of performance awards, which provide the recipient with a right to receive an amount of cash, common stock, or a combination of both, contingent upon the attainment of specified performance measures within a specified performance period. The method of determining the value of the performance award and the performance measures and performance period applicable to the performance award will be determined by the Plan Committee. The agreement relating to a performance award will specify whether such award may be settled in shares of common stock (including shares of restricted stock) or cash or a combination thereof. The agreement relating to a performance award will provide, in the manner determined by the Plan Committee, for the vesting of such performance award if the specified performance measures are satisfied or met during the specified performance period and for the forfeiture of such award if the specified performance measures are not satisfied or met during the specified performance period. Any dividends or dividend equivalents with respect to a performance award will be subject to the same restrictions as such performance award. Prior to the settlement of a performance award in shares of common stock, the holder of such award has no rights as a stockholder of the Company with respect to such shares. All of the terms relating to the satisfaction of performance measures and the termination of a performance period, or the forfeiture and cancellation of a performance award upon (i) a termination of employment, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Performance Measures

Under the Amended 2019 Plan, the grant, vesting, exercisability or payment of certain awards, or the receipt of shares of common stock subject to certain awards, may be made subject to the satisfaction of performance measures. The performance goals applicable to a particular award will be determined by the Plan Committee at the time of grant. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total stockholder return and earnings per share criteria) or individual basis, may be used by the Plan Committee in establishing performance measures under the Amended 2019 Plan:

•earnings before any or all of interest, tax, depreciation or amortization (actual or adjusted and either in the aggregate or on a per-share basis);

•earnings (either in the aggregate or on a per-share basis);

•net income or loss (either in the aggregate or on a per-share basis);

•operating profit;

•cash flow (either in the aggregate or on a per-share basis);

•free cash flow (either in the aggregate on a per-share basis);

•costs;

•gross revenues;

•reductions in expense levels;

•operating and maintenance cost management and employee productivity;

•stock price or total stockholder return (including growth measures and total stockholder return or attainment by the shares of common stock of a specified value for a specified period of time);

•net economic value;

•economic value added;

•aggregate product unit and pricing targets;

•strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;

•achievement of return on net assets, return on assets, return on investment capital, or return on equity;

•achievement of objectives relating to diversity, employee turnover, or employee retention rates;

• results of customer satisfaction surveys;

•debt ratings, debt leverage and debt service; or

•such other goals as the Committee may determine whether or not listed herein.

Each goal may be determined on a pre-tax or post-tax basis or on an absolute or relative basis, and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies or market indices (or a combination of such past and current performance). Performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), stockholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a performance measure or determining the achievement of a performance measure, the Plan Committee may provide that achievement of the applicable performance measures may be amended or adjusted to include or exclude components of any performance measure, including, without limitation: (i) foreign exchange gains and losses; (ii) asset write-downs; (iii) acquisitions and divestitures; (iv) change in fiscal year; (v) unbudgeted capital expenditures; (vi) special charges such as restructuring or impairment charges; (vii) debt refinancing costs; (viii) extraordinary or noncash items; (ix) unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements; or (x) changes in law or accounting principles. Performance measures are subject to such other special rules and conditions as the Plan Committee may establish at any time.

Clawback

The awards granted under the Amended 2019 Plan and any cash payment or shares of common stock delivered pursuant to awards granted under the plan are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award agreement or any clawback or recoupment policy which the Company may adopt from time to time, including, without limitation, the Company’s Dodd-Frank Compensation Recovery Policy, or as otherwise required by law.

Federal Income Tax Consequences

The following is a brief summary of the United States federal income tax consequences generally arising with respect to awards under the Amended 2019 Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the Amended 2019 Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the Amended 2019 Plan. Each participant is advised to consult his or her particular tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards. This summary is based on the federal tax laws in effect as of the date of this Proxy Statement. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below.

Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by the Company or its corporate parent or 50% or majority-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonqualified Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the purchase price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the purchase price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Nonqualified Stock Options. A participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the value of our common stock on the day the participant exercised the option less the purchase price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of our common stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights. A participant will not have income upon the grant of a SAR. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of our common stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Awards. A participant will not have income upon the grant of a restricted stock award unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock subject to the award less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of our common stock on the date of grant. If the participant does not make an 83(b) election, then when the restricted stock vests the participant will have compensation income equal to the value of our common stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of our common stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Units. A participant will not have income upon the grant of an RSU. A participant is not permitted to make a Section 83(b) election with respect to an RSU award. When the shares of stock are delivered with respect to the RSUs (which may be upon vesting or may be at a later date), the participant will have income on the date of delivery in an amount equal to the fair market value of the stock on such date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the delivery date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock-Based Awards. The tax consequences associated with any other stock-based award will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying common stock.

Tax Consequences to the Company. There will be no tax consequences to the Company except that the Company will be entitled to a deduction when a participant has compensation income, subject to the limitations of Section 162(m) of the Code.

Awards Granted under the 2019 Plan

The following table sets forth information about equity-based awards granted under the 2019 Plan since its adoption through April 8, 2025 to the indicated individuals and groups:

(1) Includes both unvested and vested shares, except as otherwise noted by footnote.

(2) Reflects PSU granted in 2025 based on target level attainment, Mr. Limongelli's Special PSU Grant based on the maximum attainment of 300,000 shares, and Mr. Moynahan's grant under his 2021 PSU Agreement based on the maximum Tail Period attainment of 163,509 shares (please see "Potential Payments Upon Termination or Change in Control - Matthew Moynahan" for additional information and definitions for the 2021 PSU Agreement and Tail Period). All other PSUs are shown at their actual attainment level.

(3) Mr. Moynahan’s employment with the Company ceased on January 4, 2024. All shares shown in the RSU column represent vested shares.

(4) Since the nominees for election as a director are our current non-employee directors, this figure is the same as the figure directly above it.

New Plan Benefits

All future awards under the Amended 2019 Plan will be made at the discretion of the Committee. Therefore, the future benefits and amounts that will be received or allocated to individuals under the Amended 2019 Plan are not determinable at this time.

On April 8, 2025, the last reported sale price of our ordinary shares at the close of business on the Nasdaq Capital Market was $13.57.

Our Board unanimously recommends voting “FOR” THE APPROVAL OF THE STOCK PLAN AMENDMENT