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What changed in OneSpan Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of OneSpan Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+399 added396 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in OneSpan Inc.'s 2025 10-K

399 paragraphs added · 396 removed · 311 edited across 1 sections

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

311 edited+88 added85 removed180 unchanged
Biggest change(Incorporated by Reference to the Registrant’s Registration Statement on Form S-4, as amended (Registration No. 333-35563), originally filed on September 12, 1997.) 4.2 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by Refer ence to Exhibit 4.2 to the Registrant's Form 10-K filed March 6, 2024) 10.1* Employment Agreement dated July 31, 202 4 between the Registrant and Victor Limongelli 10.2* Letter Agreement dated October 22, 2024 between the Company and Victor Limongelli ((Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 30, 2024) 10.3* Special PSU Agreement dated July 31, 2024 between the Registrant and Victor Limongelli (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 8-K filed August 1, 2024) 10.4* Employment Agreement between the Registrant and Jorge Martell (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed November 1, 2022) 10.5* Employment Agreement between the Registrant and Lara Mataac (Incorporated by Reference to Exhibit 10.3 to the Registrant’s Form 10-K filed February 28, 2023) 10.6* Employment Agreement dated December 1 6, 20 24 between the Registrant and Ashish Jain 10.7* Amended 2024 Management Incentive Plan, dated August 14, 2024 (Incorporated by Reference to Exhibit 10.1 to the Registrant's Form 10-Q filed October 30, 2024) 10.8* OneSpan Inc. 2019 Omnibus Incentive Plan (Incorporated by Reference to Attachment A to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2019) 10.9* Form of Director and Officer Indemnification Agreement (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-K filed February 28, 2023) 10.10* Form of 2024 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 1, 2024) 10.11* Form of 2024 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed August 1, 2024) 10.12* Form of 2023 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Exhibit 10.3 to the Registrant’s Form 10-Q filed May 4, 2023) 10.13* Form of 2023 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.8 to the Registrant's Form 10-K filed March 6, 2024) 10.14 Form of 2023 Time-Based RSU Agreement (General) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhib it 10.4 to the Registrant’s Form 10-Q filed May 4, 2023) 54 Exhibit Number Description 10.15* Form of 2022 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.5 to the Registrant's Form 10-Q filed November 1, 2022) 10.16* Form of 2022 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant's Form 10-Q filed November 1, 2022) 10.17* Form of 2022 Time-Based RSU Agreement (General) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.7 to the Registrant's Form 10-Q filed November 1, 2022) 10.18* Form of Time-Based Deferred RSU Agreement for Non-Employee Directors of the Registrant (Incorporated by Reference to Exhibit 4.10 to the Registrant’s Form 10-K filed March 16, 2020) 10.19* One-Time Special Grant Award Agreement dated November 29, 2021 for Performance-Based Restricted Stock Units between the Registrant and Matthew Moynahan under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.8 to the Registrant’s Form 10-K filed February 28, 2023) 10.20* Separation Agreement dated February 7, 2024 between the Registrant and Matthew Moynahan (Incorporated by Reference to Exhibit 10.21 to the Registrant’s Form 10-K filed March 6, 2024) 19 I nsider Trading Policy , dated March 11, 2024 21 Subsidiaries of Registrant 23 Consent of KPMG LLP 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 27, 2025 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 27, 2025 32.1 Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 27, 2025 32.2 Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 27, 2025 97 Dodd-Frank Compensation Recovery Policy (Incorporated by Reference to Exhibit 97 to the Registrant’s Form 10-K filed March 6, 2024) 101.INS XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 55 Exhibit Number Description 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 104 Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) ___________________________ * Compensatory plan or management contract.
Biggest changeAmended and Restated 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 5, 2025) 10.10* Form of Director and Officer Indemnification Agreement (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-K filed February 28, 2023) 10.11* Form of 2025 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed May 1, 2025) 10.12* Form of 2025 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed May 1, 2025) 10.13* Form of 2025 Time-Based RSU Agreement (General) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed May 1, 2025) 10.14* Form of 2024 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 1, 2024) 10.15* Form of 2024 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed August 1, 2024) 10.16* Form of 2023 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to Exhibit 10.8 to the Registrant's Form 10-K filed March 6, 2024) 10.17* Form of 2022 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant's Form 10-Q filed November 1, 2022) 10.18* Form of Time-Based Deferred RSU Agreement for Non-Employee Directors of the Registrant (Incorporated by Reference to Exhibit 4.10 to the Registrant’s Form 10-K filed March 16, 2020) 59 Exhibit Number Description 19 Insider Trading Policy, dated March 11, 2024 (Incorporated by Reference to Exhibit 10.1 to the Registrant's Form 10-K filed February 27, 2025) 21 Subsidiaries of Registrant 23 Consent of KPMG LLP 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 32.1 Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 32.2 Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 26, 2026 97 Dodd-Frank Compensation Recovery Policy (Incorporated by Reference to Exhibit 97 to the Registrant’s Form 10-K filed March 6, 2024) 101.INS XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 104 Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) ___________________________ * Compensatory plan or management contract.
Sales and marketing expenses consist primarily of personnel costs, commissions and bonuses, trade shows, marketing programs and other marketing activities, travel, outside consulting costs, and long-term incentive compensation. Our sales and marketing expenses may fluctuate as a percentage of total revenue. Research and development . Research and development expenses consist primarily of personnel costs and long-term incentive compensation.
Sales and marketing expenses consist primarily of personnel costs, commissions and bonuses, trade shows, marketing programs and other marketing activities, travel, outside consulting costs, and long-term incentive compensation. Our sales and marketing expenses may fluctuate as a percentage of total revenue. Research and development .
If the amount of our revenue in Europe denominated in Euros continues as it is now or declines, we may not be able to balance fully the exposures of currency exchange rates on revenue and operating expenses.
If the amount of our revenue in Europe denominated in Euros continues as it is now or declines, we may not be able to fully balance the exposures of currency exchange rates on revenue and operating expenses.
Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations in other income (expense), net.
Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations in other expense, net.
Shipping and handling costs associated with outbound freight before control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of goods sold.
Shipping and handling costs associated with outbound freight before control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of goods sold.
Server system software that is installed on the customer’s systems (i.e. software on the server system that verifies the identity of the person being authenticated) or licenses for additional users on the server system software if the server system software had been installed previously; and 3.
Server system software that is installed on the customer’s systems (i.e. software on the server system that verifies the identity of the person being authenticated) or licenses for additional users on the server system software if the server system software had been installed previously; and 3.
Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment depending on the terms and conditions of the respective customer arrangement.
Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment depending on the terms and conditions of the respective customer arrangement.
When a software client device is sold in a contract server software, the licenses are considered a single performance obligation to deliver the authentication solution to the customer. In either of these types of arrangements, maintenance and support and professional services are typically distinct separate performance obligations from the hardware or software solutions.
When a software client device is sold in a contract server software, the licenses are considered a single performance obligation to deliver the authentication solution to the customer. In either of these types of arrangements, maintenance and support and professional services are typically distinct separate performance obligations from the hardware or software solutions.
Other Income (Expense), net Other income (expense), net, consists primarily of exchange gains (losses) on transactions that are denominated in currencies other than the Company’s subsidiaries’ functional currencies, subsidies received from foreign governments in support of the Company's research and development in those countries and other miscellaneous non-operational income and expenses.
Other Expense, net Other expense, net, consists primarily of exchange gains (losses) on transactions that are denominated in currencies other than the Company’s subsidiaries’ functional currencies, subsidies received from foreign governments in support of the Company's research and development in those countries and other miscellaneous non-operational income and expenses.
Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and 51 instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are largely cloud-based, include OneSpan Sign e-signature, OneSpan Notary, and Identity Verification.
Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are cloud-based, include OneSpan Sign e-signature, OneSpan Notary, and OneSpan Identity Verification.
Revenue by Geographic Regions: We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes sales in North, Central, and South America; and 3) Asia Pacific (APAC), which also includes Australia, New Zealand, and India.
Revenue by Geographic Regions: We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes North, Central, and South America; and 3) Asia Pacific (APAC), which also includes Australia and New Zealand.
We recognize the effect of a change in tax rates on deferred tax assets and liabilities and in income in the period that includes the enactment date. We recognize tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities.
We recognize the effect of a change in tax rates on deferred tax assets and liabilities and in income in the period that includes the enactment date. 54 We recognize tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities.
Other Income (Expense), Net Other income (expense), net, primarily includes exchange gains (losses) on transactions that are denominated in currencies other than our subsidiaries’ functional currencies, subsidies received from foreign governments in support of our research and development in those countries, and other miscellaneous non-operational expenses.
Other Expense, Net Other expense, net, primarily includes exchange gains (losses) on transactions that are denominated in currencies other than our subsidiaries’ functional currencies, subsidies received from foreign governments in support of our research and development in those countries, and other miscellaneous non-operational expenses.
We determine revenue recognition through the following steps: Identification of the contract, or contracts, with a customer; Identification of the performance obligations in the contract; Determination of the transaction price; Allocation of the transaction price to the performance obligations in the contract; and Recognition of revenue when, or as, we satisfy a performance obligation. 47 Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services, which excludes any sales incentives and amounts collected on behalf of third parties.
We determine revenue recognition through the following steps: Identification of the contract, or contracts, with a customer; Identification of the performance obligations in the contract; Determination of the transaction price; Allocation of the transaction price to the performance obligations in the contract; and Recognition of revenue when, or as, we satisfy a performance obligation. 52 Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services, which excludes any sales incentives and amounts collected on behalf of third parties.
F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors OneSpan Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of OneSpan Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).
F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors OneSpan Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of OneSpan Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).
We expect our cost of goods sold to increase in absolute dollars as our business grows, although it may fluctuate as a percentage of total revenue from period to period. Cost of product and license revenue .
We expect our cost of goods sold to increase in absolute dollars as our business grows, although it may fluctuate as a percentage of total revenue from period to period. 39 Cost of product and license revenue .
Performance-Based Restricted Stock Units settled in stock Performance-based restricted stock units granted to executive officers and certain other employees were subject to achievement of one to three year performance criteria established by the Board of Directors.
Performance-Based Restricted Stock Units settled in stock Performance-based restricted stock units granted to executive officers and certain other employees were subject to achievement of one year performance criteria established by the Board of Directors.
A customer with a one-year term-based license contract will be invoiced for the total value of the contract at the beginning of the contractual term, while a customer with a multi-year term-based license contract will be invoiced for each annual period at the 43 beginning of each year of the contract.
A customer with a one-year term-based license contract will be invoiced for the total value of the contract at the beginning of the contractual term, while a customer with a multi-year term-based license contract will be invoiced for each annual period at the beginning of each year of the contract.
Certain intangible assets are denominated in local currencies and are subject to currency fluctuations. In connection with the continued execution of cost reductions, during the quarter ended June 30, 2024, the Company decided to stop any incremental development investments supporting its previously acquired blockchain technology and related commercial efforts (see Note 19 , Restructuring and Other Related Charges ).
Certain intangible assets are denominated in local currencies and are subject to currency fluctuations. In connection with the continued execution of cost reductions, during the quarter ended June 30, 2024, the Company decided to stop any incremental development investments supporting its previously acquired blockchain technology and related commercial efforts (see Note 20, Restructuring and Other Related Charges ).
(3) The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference as set forth at the end of the list of exhibits: Exhibit Number Description 3.1 Certificate of Incorporation of the Registrant, as amended (Incorporated by Reference to Exhib it 3.1 to the Registrant’s Form 10-Q filed August 4, 2022) 3.2 Amended and Restated Bylaws of Registrant, effective as of January 30, 2023.
(3) The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference as set forth at the end of the list of exhibits: Exhibit Number Description 3.1 Certificate of Incorporation of the Registrant, as amended (Incorporated by Reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed August 4, 2022) 3.2 Amended and Restated Bylaws of Registrant, effective as of January 30, 2023.
If any issues addressed in the Company's tax audits are resolved in a manner not consistent with the Company's expectations, there could be a requirement to adjust the provision for income taxes in the period such resolution occurs. There are no unrecognized tax benefits as of December 31, 2024 that, if recognized, would affect the effective tax rate.
If any issues addressed in the Company's tax audits are resolved in a manner not consistent with the Company's expectations, there could be a requirement to adjust the provision for income taxes in the period such resolution occurs. There are no unrecognized tax benefits as of December 31, 2025 that, if recognized, would affect the effective tax rate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
For the year ended December 31, 2024, net cash used in financing activities was $5.2 million, which consisted primarily of $5.0 million of tax payments for restricted stock issuances and cash paid for the holdback component of our acquisition of substantially all of the assets of the ProvenDB business of Southbank Software Pty Ltd..
For the year ended December 31, 2024, net cash used in financing activities was $5.2 million, which consisted primarily of $5.0 million of tax payments for restricted stock issuances and cash paid for the holdback component of our acquisition of substantially all of the assets of the ProvenDB business of Southbank Software Pty Ltd. in February 2023.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. Public business entities are required to adopt for annual fiscal periods beginning after December 15, 2024 and early adoption is F-16 permitted.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. Public business entities are required to adopt for annual fiscal periods beginning after December 15, 2024 and early adoption is permitted.
The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies, as defined in Accounting Standards Codification "ASC" 820, Fair Value Measurements . The fair values of the financial instruments were not materially different from their carrying amounts at December 31, 2024 and 2023.
The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies, as defined in Accounting Standards Codification "ASC" 820, Fair Value Measurements . The fair values of the financial instruments were not materially different from their carrying amounts at December 31, 2025 and 2024.
Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Retirement Benefits The Company records annual expenses relating to defined benefit pension plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, and F-15 turnover rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends.
Retirement Benefits The Company records annual expenses relating to defined benefit pension plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends.
ProvenDB is a developer of secure storage that leverages blockchain technology in order to prevent data tampering or alteration of documents. The technology acquired in the acquisition is expected to provide a foundational architecture for future blockchain-based digital solutions, including secure storage, and is allocated entirely to our Digital Agreements reportable operating segment.
ProvenDB is a developer of secure storage that leverages blockchain technology in order to prevent data tampering or alteration of documents. The technology acquired in the acquisition was expected to provide a foundational architecture for future blockchain-based digital solutions, including secure storage, and was allocated entirely to the Digital Agreements reportable operating segment.
In addition, the Company has, in some countries, defined benefit plans consisting of final retirement salary and committed pension payments. In Switzerland, the pension plan is a cash balance plan where contributions are expressed as a percentage of the pensionable salary. Contributions to Swiss plans are paid by the employees and the employer.
F-37 In addition, the Company has, in some countries, defined benefit plans consisting of final retirement salary and committed pension payments. In Switzerland, the pension plan is a cash balance plan where contributions are expressed as a percentage of the pensionable salary. Contributions to Swiss plans are paid by the employees and the employer.
Item 11 - Executive Compensation The information in response to this Item is incorporated by reference to the “Executive Compensation” and "Director Compensation" sections of OneSpan’s Proxy Statement (except for the section titled "Executive Compensation - Pay versus Performance") to be filed with the SEC for the 2025 Annual Meeting of Stockholders.
Item 11 - Executive Compensation The information in response to this Item is incorporated by reference to the “Executive Compensation” and "Director Compensation" sections of OneSpan’s Proxy Statement (except for the section titled "Executive Compensation - Pay versus Performance") to be filed with the SEC for the 2026 Annual Meeting of Stockholders.
The assumed discount rates reflect the prevailing market rates of a universe of high-quality, non-callable, corporate bonds currently available that, if the F-36 obligation were settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due.
The assumed discount rates reflect the prevailing market rates of a universe of high-quality, non-callable, corporate bonds currently available that, if the obligation were settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due.
Significant Judgments The Company enters into contracts to deliver a combination of hardware devices, software licenses, subscriptions, maintenance and support and, in some situations, professional services. The Company evaluates the nature of the goods or F-14 services promised in these arrangements to identify the distinct performance obligations.
Significant Judgments The Company enters into contracts to deliver a combination of hardware devices, software licenses, subscriptions, maintenance and support and, in some situations, professional services. The Company evaluates the nature of the goods or services promised in these arrangements to identify the distinct performance obligations.
The lease agreement consisted of a nine year lease and commenced in the second quarter of 2024. As part of its multiyear restructuring plan (see Note 19, Restructuring and Other Related Charges ), the Company vacated its Chicago office space and abandoned the underlying leases during June 2023.
The lease agreement consisted of a nine year lease and commenced in the second quarter of 2024. As part of its multiyear restructuring plan (see Note 20, Restructuring and Other Related Charges ), the Company vacated its Chicago office space and abandoned the underlying leases during June 2023.
During 2023, the Company vacated its Chicago and former Brussels office spaces, which resulted in the abandonment and termination of the underlying leases. In August 2024, the Company finalized its early termination agreement with the Chicago office landlord to terminate and release any further obligations for either F-38 party.
During 2023, the Company vacated its Chicago and former Brussels office spaces, which resulted in the abandonment and termination of the underlying leases. In August 2024, the Company finalized its early termination agreement with the Chicago office landlord to terminate and release any further obligations for either party.
Segment operating income (loss) consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing expenses, research and development expenses, general and administrative expenses, restructuring and other related charges, and amortization of intangible assets expense that are incurred directly by a segment.
F-17 Segment operating income (loss) consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing expenses, research and development expenses, general and administrative expenses, restructuring and other related charges, and amortization of intangible assets expense that are incurred directly by a segment.
These contract assets are transferred to receivables when the right to billing occurs over a 2- to 5-year period. The contract F-20 liabilities primarily relate to the advance consideration received from customers for subscription and maintenance services. Revenue is recognized for these services over time.
These contract assets are transferred to receivables when the right to billing occurs over a 2- to 5-year period. The contract liabilities primarily relate to the advance consideration received from customers for subscription and maintenance services. Revenue is recognized for these services over time.
By excluding interest, taxes, depreciation, amortization, long-term incentive compensation, restructuring costs, and certain other non-recurring items, we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation, amortization, long-term incentive compensation, non-routine shareholder 44 matters), deal with the structure or financing of the business (e.g., interest, one-time strategic action costs, restructuring costs, impairment charges) or reflect the application of regulations that are outside of the control of our management team (e.g., taxes).
By excluding interest, taxes, depreciation, amortization, long-term incentive compensation and related payroll tax expense, restructuring costs and other related costs, and certain other non-recurring items, we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation, amortization, long-term incentive compensation and related payroll tax expense, non-routine shareholder matters), deal with the structure or financing of the business (e.g., interest, one-time strategic action costs, restructuring costs, impairment charges) or reflect the application of regulations that are outside of the control of our management team (e.g., taxes).
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company evaluates the nature of the goods and services promised in these arrangements to identify the distinct performance obligations. The Company recognized total revenue of $243 million, a portion of which related to contracts containing multiple performance obligations, for the year ended December 31, 2024.
The Company evaluates the nature of the goods and services promised in these arrangements to identify the distinct performance obligations. The Company recognized total revenue of $243 million, a portion of which related to contracts containing multiple performance obligations, for the year ended December 31, 2025.
F-33 Market-Based Restricted Stock Units settled in stock Market-based restricted stock units granted to executive officers were subject to achievement of up to four years of market-based performance criteria established by the Board of Directors. Shares are subject to forfeiture if the performance criteria and service period are not met.
Market-Based Restricted Stock Units settled in stock Market-based restricted stock units granted to executive officers were subject to achievement of up to four years of market-based performance criteria established by the board of directors. Shares are subject to forfeiture if the performance criteria and service period are not met.
Management has concluded that its internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
Management has concluded that its internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
KPMG LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, included on page F- 2 of this Annual Report on Form 10-K.
KPMG LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, included on page F- 2 of this Annual Report on Form 10-K.
In August 2024, the Company finalized its early termination agreement with the landlord to terminate and release any further obligations for either party. In September 2023, the Company vacated its former Brussels office and terminated the lease as of September 30, 2023.
In August 2024, the Company finalized its early termination agreement with the landlord to terminate and release any further obligations for either party. F-29 In September 2023, the Company vacated its former Brussels office and terminated the lease as of September 30, 2023.
Security Solutions consists of our broad portfolio of software products, software development kits (SDKs), and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications.
Cybersecurity, formerly Security Solutions, consists of our broad portfolio of software products, software development kits ("SDKs") and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications.
Security Solutions consists of our broad portfolio of software products, software development kits (SDKs), and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications.
Cybersecurity, formerly Security Solutions, consists of our broad portfolio of software products, software development kits ("SDKs") and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications.
The tables below set forth information about the Company’s operating segments for the years ended December 31, 2024, 2023, and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements.
The tables below set forth information about the Company’s operating segments for the years ended December 31, 2025, 2024, and 2023, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements.
The Company analyzes the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume in the form of sales to new customers as well as sales to previous customers, the expected sales price and the cost of making the F-10 sale when evaluating the valuation of inventory.
The Company analyzes the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume in the form of sales to new customers as well as sales to previous customers, the expected sales price and the cost of making the sale when evaluating the valuation of inventory.
For contracts that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on their estimated relative standalone selling price. Judgment is required to determine the stand-alone selling price (“SSP”) of each distinct performance obligation.
F-14 For contracts that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on their estimated relative standalone selling price. Judgment is required to determine the stand-alone selling price (“SSP”) of each distinct performance obligation.
We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
For fixed fee contracts, F-13 revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours to complete the services. Customer payments normally correspond with delivery.
For fixed fee contracts, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours to complete the services. Customer payments normally correspond with delivery.
The Company’s provision for income taxes is significantly affected by shifts in the geographic mix of its pre-tax earnings across tax jurisdictions, changes in tax laws and regulations, and tax planning opportunities available in each tax jurisdiction.
The Company’s provision for income taxes is significantly affected by shifts in the geographic mix of its pre-tax earnings across tax jurisdictions, changes in valuation allowance, changes in tax laws and regulations, and tax planning opportunities available in each tax jurisdiction.
As a result, the Company wrote-off the internal capitalized software used to build out connection points for its blockchain technology and its e-signature product (see Note 19 , Restructuring and Other Related Charges ).
As a result, the Company wrote-off the internal capitalized software used to build out connection points for its blockchain technology and its e-signature product (see Note 20, Restructuring and Other Related Charges ).
Note 15 Earnings per Common Share Basic earnings per share is based on the weighted average number of shares outstanding and excludes the dilutive effect of common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of common stock equivalents to the extent they are not anti-dilutive.
Note 16 Earnings per Common Share Basic earnings per share is based on the weighted average number of shares outstanding and excludes the dilutive effect of common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of common stock equivalents to the extent they are not anti-dilutive.
Cloud subscription revenues are generated from the Company's Security Solutions and Digital Agreements service offerings. Standard customer arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. As such, these arrangements are considered service contracts and revenue is recognized ratably over the service period of the contract.
Cloud subscription revenues are generated from the Company's Cybersecurity and Digital Agreements service offerings. Standard customer arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. As such, these arrangements are considered service contracts and revenue is recognized ratably over the service period of the contract.
Professional services and other revenue includes perpetual licenses revenue, which was immaterial for the year ended December 31, 2024 and approximately 1% of total revenue for the year ended December 31, 2023 . Perpetual licenses grant the customer unlimited access to the software.
Professional services and other includes perpetual software licenses revenue, which was immaterial for the years ended December 31, 2025 and 2024 and approximately 1% of total revenue for the year ended December 31, 2023. Perpetual licenses grant the customer unlimited access to the software.
Our provision for income taxes is significantly affected by shifts in the geographic mix of our pre-tax earnings across tax jurisdictions, changes in tax laws and regulations, and tax planning opportunities available in each tax jurisdiction.
Our provision for income taxes is significantly affected by shifts in the geographic mix of our pre-tax earnings across tax jurisdictions, changes in valuation allowance, changes in tax laws and regulations, and tax planning opportunities available in each tax jurisdiction.
Plan The Company maintains a defined contribution pension plan for U.S. employees established pursuant to Section 401(k) of the Internal Revenue Code. The plan allows voluntary employee contributions and discretionary employer contributions. For the years ended December 31, 2024, 2023, and 2022, the Company expensed contributions of $0.2 million, $0.6 million, and $0.5 million, respectively. Non-U.S.
Plan The Company maintains a defined contribution pension plan for U.S. employees established pursuant to Section 401(k) of the Internal Revenue Code. The plan allows voluntary employee contributions and discretionary employer contributions. For the years ended December 31, 2025, 2024, and 2023, the Company expensed employer-match contributions of $0.5 million, $0.2 million, and $0.6 million, respectively. Non-U.S.
Accordingly, assets and liabilities are translated into U.S. dollars using current exchange rates as of the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates generated comprehensive loss of $3.3 million in 2024 and a comprehensive gain of $3.7 million in 2023.
Accordingly, assets and liabilities are translated into U.S. dollars using current exchange rates as of the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates generated comprehensive loss of $7.4 million in 2025 and a comprehensive gain of $3.3 million in 2024.
Costs are recorded in “Services and other cost of goods sold” on the consolidated statements of operations. (2) Long-term incentive compensation includes share-based compensation and cash incentive grants awarded to employees located in jurisdictions where we do not issue share-based compensation due to tax, regulatory or similar reasons.
Costs are recorded in “Services and other cost of goods sold” on the consolidated statements of operations. (2) Long-term incentive compensation and related payroll tax expense includes share-based compensation and related payroll tax expense, and cash incentive grants awarded to employees located in jurisdictions where we do not issue share-based compensation due to tax, regulatory or similar reasons.
We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results. 50 Interest Rate Risk We have minimal interest rate risk. We had no debt outstanding at December 31, 2024.
We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results. Interest Rate Risk We have minimal interest rate risk. We had no debt outstanding at December 31, 2025.
Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date.
F-16 Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date.
The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company's two operating segments for the years ended December 31, 2024, 2023, and 2022.
The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company's two operating segments for the years ended December 31, 2025, 2024, and 2023.
During the year ended December 31, 2023, the Company repurchased 2.7 million F-12 shares of the Company’s stock for $29.2 million in the aggregate, both in open market transactions and pursuant to the Tender Offer, at an average cost of $10.62 per share under its repurchase program.
During the year ended December 31, 2023, the Company repurchased 2.7 million shares of the Company’s stock for $29.2 million in the aggregate, both in open market transactions and pursuant to the Tender Offer, at an average cost of $10.62 per share under its previous repurchase program.
Commissions and amortization expense are included in “Sales and marketing” expense in the consolidated statements of operations. Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period for the assets that the Company otherwise would have recognized is one year or less.
Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period for the assets that the Company otherwise would have recognized is one year or less. These costs are included in the “Sales and marketing” caption in the consolidated statements of operations.
Post contract support ("PCS") in the form of maintenance on the server system software or support.
Post contract support in the form of maintenance on the server system software or support.
OneSpan Inc. will furnish any of the above exhibits to stockholders upon written request addressed to the Secretary at the address given on the cover page of this Form 10-K. 56 OneSpan Inc.
OneSpan Inc. will furnish any of the above exhibits to stockholders upon written request addressed to the Secretary at the address given on the cover page of this Form 10-K. 60 OneSpan Inc.
Post contract support ("PCS") in the form of maintenance on the server system software or support.
Post contract support in the form of maintenance on the server system software or support.
Amortization expense includes cost of sales amortization expense directly related to delivering cloud subscription revenue of $0.2 million, $0.4 million, and $0 for the years ended December 31, 2024, 2023, and 2022, respectively. Costs are recorded in "Services and other cost of goods sold" on the consolidated statements of operations.
Amortization expense includes cost of sales amortization expense directly related to delivering cloud subscription revenue of $0.3 million, $0.2 million, and $0.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. Costs are recorded in "Services and other cost of goods sold" on the consolidated statements of operations.
Foreign exchange transaction losses aggregated to $0.9 million, $1.1 million, and $1.9 million in 2024, 2023, and 2022, respectively. Note 2 Summary of Significant Accounting Policies Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value.
Foreign exchange transaction losses aggregated to $1.6 million, $0.9 million, and $1.1 million in 2025, 2024, and 2023, respectively. Note 2 Summary of Significant Accounting Policies Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value.
Maintenance and support : Maintenance and support agreements generally call for us to provide software updates and technical support, respectively, to customers. The annual fee for maintenance and technical support is recognized ratably over the term of the maintenance and support agreement as this is the period the services are delivered. Customer payments are normally in advance for annual service.
Maintenance and support : Maintenance and support agreements generally call for the Company to provide software updates and technical support to customers. The annual fee for maintenance and support is recognized ratably over the term of the maintenance and support agreement as this is the period the services are delivered. Customer payments are normally in advance for annual service.
Significant Judgments We enter into contracts to deliver a combination of hardware devices, software licenses, subscriptions, maintenance and support and, in some situations, professional services. The Company evaluates the nature of the goods or services promised in these arrangements to identify the distinct performance obligations.
Significant Judgments We enter into contracts to deliver a combination of hardware devices, software licenses, subscriptions, maintenance and support and, in some situations, professional services. We evaluate the nature of the goods or services promised in these arrangements to identify the distinct performance obligations.
("ProvenDB") under the terms of an asset purchase agreement. Pursuant to the terms of the asset purchase agreement, the total consideration for the acquisition was $2.0 million, of which $1.8 million was paid in cash at closing. The remaining $0.2 million was held back as security for any indemnity claims made by the Company.
Pursuant to the terms of the asset purchase agreement, the total consideration for the acquisition was $2.0 million, of which $1.8 million was paid in cash at closing. The remaining $0.2 million was held back as security for any indemnity claims made by the Company.
See Note 6, Business Acquisitions, for additional information. No impairment of goodwill was recorded during the years ended December 31, 2024, 2023, or 2022.
See Note 6, Business Acquisitions , for additional information. No impairment of goodwill was recorded during the years ended December 31, 2025, 2024, or 2023.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE Financial Statements Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 F- 5 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F- 8 Notes to Consolidated Financial Statements F- 9 All other financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE Financial Statements Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets as of December 31, 202 5 and 202 4 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 5 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 6 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 8 Notes to Consolidated Financial Statements F- 9 All other financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
Item 7A - Quantitative and Qualitative Disclosures about Market Risk (In thousands) Foreign Currency Exchange Risk In 2024, we generated approximately 83% of our revenue outside the United States, primarily in Europe, Latin America and Asia Pacific. A significant portion of our business operations is transacted in foreign currencies. As a result, we have exposure to foreign exchange fluctuations.
Item 7A - Quantitative and Qualitative Disclosures about Market Risk (In thousands) Foreign Currency Exchange Risk In 2025, we generated approximately 79% of our revenue outside the United States, primarily in Europe, Latin America and Asia Pacific. A significant portion of our business operations is transacted in foreign currencies. As a result, we have exposure to foreign exchange fluctuations.
In connection with the 2023 Actions, we have incurred and expect to continue to incur restructuring charges, most of which relate to employee transition and severance payments and employee benefit s, with a significantly smaller amount of charges relating to vendor contract termination and rationalization actions.
In connection with the 2023 Actions, we have incurred restructuring charges, most of which relate to employee transition and severance payments and employee benefit s, with a significantly smaller amount of charges relating to vendor contract termination and rationalization actions.
The restricted stock units subject to achievement of future performance criteria awarded during the year ended December 31, 2024 will be earned if the performance criteria are met at the end of the one-year performance period and then subsequent service period is also met.
The restricted stock units subject to achievement of future performance criteria awarded during the year ended December 31, 2025 will be earned if the performance criteria are met at the end of the one-year performance period and the subsequent service period is also met.
The following table presents share-based compensation expense and other long-term incentive plan compensation expense for the years ended December 31, 2024, 2023, and 2022.
The following table presents share-based compensation expense and other long-term incentive plan compensation expense for the years ended December 31, 2025, 2024, and 2023.

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