ospn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

_____________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______ TO

Commission file number 000-24389

_____________________________________

OneSpan Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________


Delaware			36-4169320
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

1 Marina Park Drive, Unit 1410

Boston, Massachusetts 02210

(Address of Principal Executive Offices) (Zip Code)

(312) 766-4001

(Registrant’s telephone number, including area code)

_____________________________________

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

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

OSPN

Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer ,a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company

Smaller reporting company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

There were 37,072,850 shares of Common Stock, $0.001 par value per share, outstanding at April 23, 2026.

Table of Contents

OneSpan Inc.

Form 10-Q

For the Quarter Ended March 31, 2026

Table of Contents


PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of March 3 1 , 202 6 and December 31, 202 5	3

	Condensed Consolidated Statements of Operations for the Three Months Ended March 3 1 , 202 6 and 202 5	4

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 3 1 , 202 6 and 202 5	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 3 1 , 202 6 and 202 5	6

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 6 and 202 5	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37

Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	38

Item 6.	Exhibits	38

SIGNATURES		39

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

OneSpan Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)


	March 31,		December 31,
	2026		2025
ASSETS
Current assets
Cash and cash equivalents	$	49,754	$	70,499


Accounts receivable, net of allowances of $1,204 at March 31, 2026 and $1,227 at December 31, 2025	33,245		55,999
Inventories, net	9,137		10,466
Prepaid expenses	7,147		7,044
Contract assets	13,543		18,269
Other current assets	10,057		9,936
Total current assets	122,883		172,213
Property and equipment, net	22,902		22,234
Operating lease right-of-use assets	7,147		7,356
Goodwill	128,144		103,840
Intangible assets, net of accumulated amortization	16,481		9,741
Deferred income taxes	59,069		54,733
Equity investment	11,834		11,834
Other assets	14,686		15,751
Total assets	$	383,146	$	397,702
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	11,122	$	13,726
Deferred revenue	60,732		71,641
Accrued wages and payroll taxes	11,970		13,553
Short-term income taxes payable	1,749		3,079
Dividend payable	671		671
Other accrued expenses	11,749		11,859
Deferred compensation	8		42
Total current liabilities	98,001		114,571
Long-term deferred revenue	2,395		2,539
Long-term lease liabilities	5,796		6,139

Deferred income taxes	989		988
Other long-term liabilities	3,949		1,622
Total liabilities	111,130		125,859
Commitments and contingencies
Stockholders' equity
Preferred stock: 500 shares authorized, 0 issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Common stock: $0.001 par value per share, 75,000 shares authorized; 42,220 and 42,091 shares issued; 36,982 and 37,361 shares outstanding at March 31, 2026 and December 31, 2025, respectively	37		37
Additional paid-in capital	129,541		128,651
Treasury stock, at cost: 5,238 and 4,730 shares outstanding at March 31, 2026 and December 31, 2025, respectively	(65,922)		(60,521)
Retained earnings	216,423		209,821
Accumulated other comprehensive loss	(8,063)		(6,145)
Total stockholders' equity	272,016		271,843
Total liabilities and stockholders' equity	$	383,146	$	397,702

See accompanying notes to condensed consolidated financial statements.

Table of Contents

OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue
Product and license	$	35,507	$	37,240
Services and other	30,440		26,126
Total revenue	65,947		63,366

Cost of goods sold
Product and license	8,760		8,718
Services and other	8,673		7,557
Total cost of goods sold	17,433		16,275

Gross profit	48,514		47,091

Operating costs
Sales and marketing	12,679		11,457
Research and development	9,078		7,928
General and administrative	10,958		9,547
Amortization of intangible assets	698		556
Write-off of assets	284		—
Restructuring and other related charges	—		421
Total operating costs	33,697		29,909

Operating income	14,817		17,182

Interest (expense) income, net	(19)		692
Other expense, net	(386)		(9)

Income before income taxes	14,412		17,865
Provision for income taxes	2,847		3,360

Net income	$	11,565	$	14,505

Net income per share
Basic	$	0.31	$	0.38
Diluted	$	0.30	$	0.37

Weighted average common shares outstanding
Basic	37,611		38,106
Diluted	38,070		39,027

See accompanying notes to condensed consolidated financial statements.

Table of Contents

OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net income	$	11,565	$	14,505
Other comprehensive income (loss)
Cumulative translation adjustment, net of tax	(1,887)		2,674
Pension adjustment, net of tax	(31)		(24)

Comprehensive income	$	9,647	$	17,155

See accompanying notes to condensed consolidated financial statements.

Table of Contents

OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

For the Three Months Ended March 31, 2026:


Description	Common Stock			Treasury - Common Stock			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares	Amount		Shares	Amount




































Balance at December 31, 2025	37,361	$	37	4,730	$	(60,521)	$	128,651	$	209,821		$	(6,145)	$	271,843
Net income	—	—		—	—		—		11,565			—		11,565
Foreign currency translation adjustment, net of tax	—	—		—	—		—		—			(1,887)		(1,887)
Stock-based compensation	—	—		—	—		1,876		—			—		1,876
Vesting of restricted stock awards	220	—		—	—		—		—			—		—
Tax payments for stock issuances	(91)	—		—	—		(986)		—			—		(986)

Share repurchases	(508)	—		508	(5,401)		—		—			—		(5,401)
Dividends declared ($0.13 per share)	—	—		—	—		—		(4,963)			—		(4,963)
Pension adjustment, net of tax	—	—		—	—		—		—			(31)		(31)
Balance at March 31, 2026	36,982	$	37	5,238	$	(65,922)	$	129,541	$	216,423	0	$	(8,063)	$	272,016

For the Three Months Ended March 31, 2025:

Description

Common Stock

Treasury - Common Stock

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders'
Equity

Amount

SEC Form 10-Q filed by OneSpan Inc.