X0306 4 2020-07-15 0 0001044777 OneSpan Inc. OSPN 0001655011 Hoyt Mark Stephen 121 W. WACKER DRIVE SUITE 2050 CHICAGO IL 60601 0 1 0 0 Chief Financial Officer Common Stock, $0.001 par value 2020-07-15 4 M 0 3199 27.36 A 74724 D Common Stock, $0.001 par value 2020-07-15 4 F 0 1417 27.36 D 73307 D Restricted Stock Units 2020-07-15 4 M 0 3199 27.36 D Common Stock 25598 22399 D Restricted Stock Units Common Stock 18624 18624 D Performance Stock Units 2022-12-31 Common Stock 38397 38397 D Performance Stock Units 2021-12-31 Common Stock 37246 37246 D Performance Stock Units 2020-12-31 Common Stock 27945 27945 D The shares were sold to cover tax withholding obligations for the 7/15/20 vest of restricted stock units. The reporting person received a restricted stock unit grant on January 15, 2020. Each restricted stock unit represents a contingent right to receive one share of OneSpan's common stock. The reporting person received a restricted stock unit grant upon approval of the OneSpan Inc. 2019 Omnibus Incentive Plan (the "2019 Plan") at the Annual Meeting of Stockholders of OneSpan Inc. held on June 12, 2019. The 2019 Plan was approved by the Board on February 1, 2019, subject to stockholder approval. Each restricted stock unit represents a contingent right to receive one share of OneSpan's common stock. The shares acquired are restricted stock units and vest pro-rata over four years on the semi-annual anniversaries of the grant date. Not applicable. Each performance stock unit represents a right to receive one share of OneSpan's common stock. The performance stock units cliff vest at the expiration date if the performance criteria established by the Compensation Committee of the Board are met. In total, the reporting person beneficially owns 73,307 non-derivative securities and 144,611 derivative securities. /s/ Steven R. Worth, Attorney in Fact 2020-07-17