Business Description

Description of the Company and Basis of Presentation Description of the Company OneSpan helps organizations build secure, seamless, and trusted digital experiences through two solution portfolios: Cybersecurity and Digital Agreements. Our cybersecurity solutions protect identities, secure mobile apps, and safeguard access through advanced high-assurance authentication, threat intelligence, fraud prevention, and mobile app protection, defending users, devices, and applications against sophisticated attacks. Our digital agreement solutions streamline agreement workflows with secure e-signatures, identity verification, and smart digital forms, built to enable speed, compliance and exceptional customer experiences. Trusted by leading global enterprises, including more than 60% of the world’s 100 largest banks, OneSpan processes over a hundred million digital agreements and billions of secure authentication transactions across more than 120 countries each year. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K.), and the United States (U.S.). Business Developments The Company's two divisions, Cybersecurity and Digital Agreements, are also its reportable operating segments. Beginning in mid-2023 and through the third quarter of 2024, the Company's focus was on adjusting its cost structure to enable both business divisions to operate profitably. These cost optimization efforts were a major factor in the overall business returning to operating profitability starting in the fourth quarter of 2023. The subsequent increase in profitability, combined with high levels of cash generation, enabled the Company to return approximately $31.6 million to shareholders in 2025 in the form of quarterly dividends and share repurchases. Beginning in the fourth quarter of 2024 and continuing through 2025, the Company continued to operate profitably while taking a number of important steps to generate future revenue growth, including: the hiring of a Chief Technology Officer in December 2024; the acquisition of Nok Nok Labs, Inc. ("Nok Nok Labs") in June 2025; a strategic investment in ThreatFabric Holding B.V. ("ThreatFabric") in October 2025; and the hiring of a Chief Revenue Officer and the entry into a definitive agreement for the acquisition of Build38 GmbH ("Build 38") in December 2025. The Company's efforts to broaden and strengthen its product offerings are driven in part by a secular shift away from physical authentication devices such as Digipass tokens. Because consumers increasingly interact with their banks through their mobile devices rather than desktop computers, they are more likely to prefer authentication methods that enable secure, convenient access to mobile banking apps without the need for a physical device. In response to this trend, the Company's bank and financial institution customers have increasingly adopted a “mobile first” approach to consumer authentication that prioritizes the mobile user experience over traditional desktop experiences. This approach has resulted in a reduction of Digipass hardware authenticator sales and an increase in sales of software authentication licenses delivered through software applications on mobile devices. The Company plans to continue to invest in Digipass authenticators, including its newer FIDO2 Digipass devices, as an important component of its broad authentication solution portfolio. The Company is focused on driving revenue growth in higher–margin software solutions, both through further expansion of its Cybersecurity software solutions and through continued growth in its Digital Agreements division. Dividends During the year ended December 31, 2025, the Company paid a quarterly cash dividend as part of a recurring quarterly dividend program. The quarterly cash dividend of $0.12 per share was paid to shareholders of record as of the close of business on January 31, 2025, May 16, 2025, August 15, 2025, and November 14, 2025. The declaration and payment of future dividends is subject to the sole discretion of the board of directors. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).…