in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

The excerpt is incomplete and does not provide specific details about the management change.

Other Events On May 7, 2026, the Board of Directors (the “Board”) of OneSpan Inc. (the “Company”) terminated the stock repurchase program adopted by the Board on May 9, 2024 and adopted a new stock repurchase program (the “Repurchase Program”) under which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding shares of common stock, exclusive of any fees, commissions, or other expenses related to such repurchases, on or prior to May 7, 2028. The Repu…

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent applicable, the disclosures of the material terms and conditions of the Credit agreement included in

Entry into a Material Definitive Agreement On June 23, 2025, OneSpan Inc. (the “Company”) and certain subsidiaries of the Company entered into a $100,000,000 Credit Agreement (the “Credit Agreement”) with MUFG Bank, Ltd., as Administrative Agent, Swingline Lender and L/C Issuer (“MUFG”), and the lenders party thereto. The Credit Agreement provides for a $100,000,000 revolving credit facility with a $10,000,000 letter of credit sublimit. As of June 23, 2025, there were no outstanding borrowing…

The excerpt is incomplete and does not provide sufficient information to determine the nature of the event.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Other Events On December 16, 2024, OneSpan Inc. (the “Company”) announced that its Board of Directors has declared a quarterly cash dividend as part of the initiation of a recurring quarterly dividend. The initial quarterly cash dividend of $0.12 per share will be paid on February 14, 2025 to shareholders of record as of the close of business on January 31, 2025. A copy of the Company’s press release regarding the dividend has been filed as Exhibit 99.1 to this Current Report on Form 8-K and…

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

President and Chief Executive Officer — Victor Limongelli: Victor Limongelli was promoted from Interim Chief Executive Officer to President and CEO.

Other Events On May 9, 2024, the Board of Directors (the “ Board ”) of OneSpan Inc. (the “ Company ”) terminated the stock repurchase program adopted by the Board on May 11, 2022 and adopted a new stock repurchase program (the “ Repurchase Program ”) under which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding shares of common stock, exclusive of any fees, commissions, or other expenses related to such repurchases, on or prior to May 9, 2026. T…

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Costs Associated with Exit or Disposal Activities As reported in the Original Form 8-K, on August 3, 2023, the Board of Directors of the Company approved cost reduction actions (the “Actions”) intended to achieve greater operational efficiency, drive higher levels of Adjusted EBITDA, and strengthen the Company’s ability to create value for its shareholders over the long term. The Company has incurred and expects to continue to incur restructuring charges in connection with the Actions. These…

Regulation FD Disclosure OneSpan is providing an update to our financial guidance and targets. We now expect that fiscal year 2023 revenue will be at the high end of the previously disclosed range of $228 million to $232 million, and that fiscal year 2023 adjusted EBITDA will achieve or exceed the high end of the previously disclosed range of $2 million to $4 million. In addition, we are reiterating our fiscal year 2023 ARR guidance of $148 million to $152 million, fiscal year 2024 revenue ta…

President and Chief Executive Officer — Matthew Moynahan: Mr. Moynahan's employment was terminated without cause and he resigned from the Board.

in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Chief Accounting Officer — John Bosshart: Mr. Bosshart's departure is part of the Company’s cost reduction initiatives.

Other Events The Company plans to announce in the next week following the filing of this Current Report on Form 8-K a modified “Dutch auction” tender offer for up to $20 million of Company common stock at a specified price range that is yet to be determined. The tender offer will be part of the Company’s share repurchase program announced in May 2022.