UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~ 1June 6, 2025

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OneSpan Inc.

(Exact name of registrant as specified in charter)

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Delaware	000-24389	36-4169320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Marina Park Drive, Unit 1410

Boston, Massachusetts 02210

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 766-4001

N/A

(Former name, or former address and former fiscal year, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	OSPN	NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnAs ~~May 1~~discussed in Item 5.07 below, on June 6, 2025, the stockholders of OneSpan Inc. ~~issued~~(the a“Company”) ~~press~~approved ~~release~~an ~~announcing~~amendment ~~certain~~(the ~~financial~~“Amendment”) ~~results~~to ~~and~~the ~~other~~Company’s ~~information~~2019 ~~for~~Omnibus Incentive Plan (the ~~quarter~~“2019 ~~ended~~Plan”) ~~March 31~~to increase the number of shares of common stock available for issuance thereunder by 1,500,000 ~~2025~~shares. ~~The~~A ~~full~~copy ~~text~~ of the ~~press~~2019 ~~release~~Plan, ~~issued~~as inamended ~~connection~~by ~~with~~ the ~~announcement~~Amendment, is ~~furnished~~filed as Exhibit 9910.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

~~The~~ITEM ~~information reported under Item 2~~5.0207 inSubmission ~~this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes~~ of ~~Section 18~~Matters ~~of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~a ~~liabilities~~Vote of ~~that~~Security 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.Holders

On June 6, 2025, the Company held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”).

At the close of business on April 8, 2025, the record date for the determination of stockholders entitled to vote at the 2025 Annual Meeting, there were 38,230,467 shares of Company common stock outstanding. At the 2025 Annual Meeting, 33,606,060 shares of Company common stock were present in person or by proxy. Set forth below is information regarding the votes cast for each proposal:

1.To elect seven directors to serve on the board of directors of the Company until the 2026 annual meeting of stockholders, until their successors are duly elected and qualified or until their earlier death, resignation or removal. Based on the votes set forth below, each of the seven director nominees was duly elected.


	Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
Marc Boroditsky	27,346,694	3,299,473	17,994	2,941,899
Garry Capers	27,251,343	3,394,816	18,002	2,941,899
Sarika Garg	30,532,191	115,211	16,759	2,941,899
Marianne Johnson	25,762,341	4,880,973	20,847	2,941,899
Michael McConnell	21,152,863	9,493,304	17,994	2,941,899
Alfred Nietzel	30,455,655	197,901	10,605	2,941,899
Marc Zenner	30,509,158	137,072	17,931	2,941,899

2.To approve, on an advisory (non-binding) basis, the Company’s named executive officer compensation. Based on the votes set forth below, the Company’s stockholders voted to approve this proposal.


Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
27,620,052	2,968,074	76,035	2,941,899

3.To approve an amendment of the Company’s 2019 Omnibus Incentive Plan to increase available shares thereunder by 1,500,000 shares. Based on the votes set forth below, the Company’s stockholders voted to approve this proposal.


Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
27,671,531	2,979,330	13,300	2,941,899

4.To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025. Based on the votes set forth below, the Company’s stockholders voted to approve this proposal.


Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
30,173,219	3,401,841	31,000	—

ITEM 9.01 Financial Statements and Exhibits

(d)Exhibits.

ExhibitNumber	Description	~~Description~~
99.1		Press release issued by OneSpan Inc. on May 1, 2025
10.1	2019 Omnibus Incentive Plan of the Company, as amended
104		Cover Page Interactive Data File (embedded within the inline XBRL document)
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2025			OneSpan Inc.
Date: June 10, 2025			OneSpan Inc.
			/s/ Jorge Martell
			/s/ Lara Mataac
			Jorge Martell
			Lara Mataac
			Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
			General Counsel

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