Onespan : Q126 EPR vFinal2

Published: 2026-04-30 16:10:16 ET OSPN

Published on 04/30/2026 at 04:10 pm EDT

Revenue increased 4% year-over-year to $65.9 million

Subscription revenue increased 8% year-over-year to $52.7 million

Operating income decreased 14% year-over-year to $14.8 million

Adjusted EBITDA decreased 9% year-over-year to $21.0 million1

Annual Recurring Revenue (ARR) increased 14% year-over-year to $192.1 million2

Net Retention Rate (NRR) of 105%3

"We delivered a strong first quarter with solid profitability and subscription revenue growth," stated OneSpan CEO, Victor Limongelli. "We also closed the acquisition of Build38, which strengthens our cybersecurity product portfolio by enabling customers to build threat protection into their mobile applications, and by providing the telemetry necessary for visibility into the threat and operating environment. As we invest organically and through targeted M&A, we remain focused on driving efficient revenue growth, maintaining strong profitability and cash generation, and returning capital to shareholders."

$17.4 million, an increase of 11% year-over-year.

OneSpan completed its acquisition of Build38, a provider of next-generation mobile application protection solutions, to expand its App Shielding capabilities and enable its customers to strengthen their mobile channels through continuous in-app protection, cloud-powered threat intelligence, and adaptive, AI-enabled defenses.

The Company's Board of Directors has declared a quarterly cash dividend of $0.13 per share as part of the Company's recurring quarterly dividend program. The dividend is payable on June 4, 2026 to shareholders of record as of the close of business on May 14, 2026.

OneSpan was named an Overall Leader, Product Leader, Innovation Leader, and Market Leader in the 2026 KuppingerCole Leadership Compass: Passwordless Authentication for Enterprises.

OneSpan is updating its previously issued financial guidance to reflect an increase in its ARR expectations. For the Full Year 2026, the Company expects:

Total revenue to be in the range of $244 million to $249 million.

Software and services revenue to be in the range of $201 million to $204 million.

Hardware revenue to be in the range of $43 million to $45 million.

ARR to be in the range of $194 million to $198 million, as compared to its previous guidance range of $192 million to $196 million.

Adjusted EBITDA to be in the range of $64 million to $68 million.

In conjunction with this announcement, OneSpan Inc. will host a conference call today, April 30, 2026, at 4:30 p.m. ET. During the conference call, Mr. Victor Limongelli, CEO, and Mr. Jorge Martell, CFO, will discuss OneSpan's results for the first quarter 2026.

For investors and analysts accessing the conference call by phone, please refer to the press release dated April 9, 2026, announcing the date of OneSpan's first quarter 2026 earnings release. It can be found on the OneSpan investor relations website at investors.onespan.com.

The conference call is also available in listen-only mode at investors.onespan.com. Shortly after the conclusion of the call, a replay of the webcast will be available on the same website for approximately one year.

An explanation of the use of Non-GAAP financial measures is included below under the heading "Non-GAAP Financial Measures." A reconciliation of each Non-GAAP financial measure to the most directly comparable GAAP financial measure has also been provided in the tables below. We are not providing a reconciliation of Adjusted EBITDA guidance to GAAP net income, the most directly comparable GAAP measure, because we are unable to predict certain items included in GAAP net income without unreasonable efforts.

ARR is calculated as the approximate annualized value of our customer recurring contracts as of the measurement date. These include subscription, term-based license, and maintenance and support contracts and exclude one-time fees. To the extent that we are negotiating a renewal with a customer within 90 days after the expiration of a recurring contract, we continue to include that revenue in ARR if we are actively in discussion with the customer for a new recurring contract or renewal and the customer has not notified us of an intention to not renew. See our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 for additional information describing how we define ARR, including how ARR differs from GAAP revenue.

NRR is defined as the approximate year-over-year growth in ARR from the same set of customers at the end of the prior year period.

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 robust 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 100 million digital agreements and billions of secure authentication transactions across more than 120 countries each year.

For more information, visit our website, explore our blog, or follow us on LinkedIn or YouTube.

This press release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements regarding our 2026 financial guidance; our plans to drive efficient revenue growth, maintain strong profitability and cash generation, and return capital to shareholders; and our general goals and expectations regarding our operational or financial performance in the future. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", "expect", "intend", "continue", "outlook", "may", "will", "should", "could", or "might", and other similar expressions. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could materially affect our business and financial results include, but are not limited to: our ability to attract new customers and retain and expand sales to existing customers; our ability to successfully develop and market new product offerings and product enhancements; changes in customer requirements; the potential effects of technological changes; the loss of one or more large customers; difficulties enhancing and maintaining our brand recognition; competition; lengthy sales cycles; unintended costs and consequences of our cost reduction and restructuring actions, including higher than anticipated restructuring charges, disruption to our operations, litigation or regulatory actions, or employee turnover; challenges retaining key employees and successfully hiring and training qualified new employees; security breaches or cyber-attacks; real or perceived malfunctions or errors in our products; interruptions or delays in the performance of our products and solutions; reliance on third parties for certain products and data center services; our ability to effectively manage third party partnerships, acquisitions, divestitures, alliances, or joint ventures; economic recession, inflation, tariffs or trade disputes, and political instability; claims that we have infringed the intellectual property rights of others; changing laws, government regulations or policies; pressures on price levels; component shortages; delays and disruption in global transportation and supply chains; impairment of goodwill or amortizable intangible assets causing a significant charge to earnings; actions of activist stockholders; and exposure to increased economic and operational uncertainties from operating a global business, as well as other factors described in the "Risk Factors" section of our most recent Annual Report on Form 10-K, as updated by the "Risk Factors" section of our subsequent Quarterly Reports on Form 10-Q (if any). Our filings with the Securities and Exchange Commission and other important information can be found in the Investor Relations section of our website at investors.onespan.com. We do not have any intent, and disclaim any obligation, to update the forward-looking information to reflect events that occur, circumstances that exist or changes in our expectations after the date of this press release, except as required by law.

Unless otherwise noted, references in this press release to "OneSpan", "Company", "we", "our", and "us" refer to OneSpan

Inc. and its subsidiaries.

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

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

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

Other accrued expenses

11,749

11,859

Deferred compensation

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, none issued and outstanding at March 31, 2025 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.

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

2026

2025

Cash flows from operating activities:

Net income

$ 11,565

$ 14,505

Adjustments to reconcile net income from operations to net cash provided by operations:

Depreciation and amortization of intangible assets

3,132

2,129

Write-off of assets

284

Loss on disposal of asset

Deferred tax (benefit) expense

(26)

Stock-based compensation

1,876

2,776

Recovery of credit losses

(10)

(453)

Changes in operating assets and liabilities, net of the effects from acquisition:

Accounts receivable, net

24,002

27,756

Inventories, net

1,168

203

Contract assets

5,427

Accounts payable

(2,824)

(1,437)

Income taxes payable

(1,363)

1,757

Accrued expenses

(3,482)

(3,641)

Deferred compensation

(34)

(181)

Deferred revenue

(12,583)

(16,593)

Other assets and liabilities

1,040

2,341

Net cash provided by operating activities

28,172

29,366

Cash flows from investing activities:

Additions to property and equipment

(3,120)

(1,626)

Additions to intangible assets

(80)

(19)

Cash paid for acquisition of business, net of cash acquired

(34,554)

Net cash used in investing activities

(37,754)

(1,645)

Cash flows from financing activities:

Dividends paid

(4,986)

(4,587)

Tax payments for restricted stock issuances

(986)

(1,327)

Repurchase of common stock

(5,401)

Net cash used in financing activities

(11,373)

(5,914)

Effect of exchange rate changes on cash

210

244

Net (decrease) increase in cash

(20,745)

22,051

Cash, cash equivalents, and restricted cash, beginning of period

70,499

83,331

Cash, cash equivalents, and restricted cash, end of period

$ 49,754

$ 105,382

We report our financial results under the following two lines of business, which are our reportable operating segments: Cybersecurity and Digital Agreements.

Segment operating income (loss) consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing, 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. Sales and marketing and research and development expenses were determined to be significant segment expenses. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not directly attributable to a particular segment.

Segment and consolidated operating results (unaudited):

(In thousands, except percentages) Cybersecurity

Revenue

$ 48,546

$ 17,401

$ -

$ 65,947

Cost of goods sold

12,640

4,793

17,433

Gross profit

35,906

12,608

48,514

Gross margin

74 %

72 %

74 %

Sales and marketing

8,489

3,433

757

12,679

Research and development

5,941

2,820

317

9,078

Other segment items (1)(3)

691

1,073

10,176

11,940

Operating income (loss) (2)(4)

20,785

5,282

(11,250)

14,817

Interest (expense) income, net

(19)

Other income (expense), net

(386)

Income before income taxes

$ 14,412

Three Months Ended March 31, 2025

(In thousands, except percentages)

Cybersecurity

Digital Agreements

Corporate and Other

Total

Revenue

$ 47,713

$ 15,653

$ -

$ 63,366

Cost of goods sold

11,628

4,647

16,275

Gross profit

36,085

11,006

47,091

Gross margin

76 %

70 %

74 %

Sales and marketing

6,872

3,402

1,183

11,457

Research and development

4,919

3,006

7,928

Other segment items (1)(3)

134

1,231

9,159

10,524

Operating income (loss) (2)(4)

24,160

3,367

(10,345)

17,182

Interest (expense) income, net

692

Other income (expense), net

(9)

Income before income taxes

$ 17,865

*Percentage not meaningful.

Cybersecurity other segment items includes general and administrative expense, write-off of assets and amortization of intangibles for the three months ended March 31, 2026. Cybersecurity other segment items include general and administrative expense, restructuring and other related charges for the three months ended March 31, 2025.

Cybersecurity operating income includes $0.7 million and $0.2 million of total amortization and depreciation expense for the three months ended March 31, 2026 and 2025, respectively. Cybersecurity operating income also includes $0.3 million related to write-off of assets for the three months ended March 31, 2026. There were no write-off of assets for the three months ended March 31, 2025. Cybersecurity operating income includes $0.2 million of restructuring and other related charges for the three months ended March 31, 2025.

Digital Agreements other segment items includes general and administrative expense and amortization of intangibles for the three months ended March 31, 2026. Digital Agreements other segment items includes general and administrative expense, restructuring and other related charges for the three months ended March 31, 2025.

Digital Agreements operating income includes $2.2 million and $1.7 million of total amortization and depreciation expense for the three months ended March 31, 2026 and 2025, respectively. Digital Agreements operating income includes $0.2 million of restructuring and other related charges for the three months ended March 31, 2025.

Revenue by major products and services (unaudited):

Effective January 1, 2026, we have revised our presentation of revenue by major products and services to better align with how we manage the business and our strategic focus on growing recurring revenues. Accordingly, term maintenance revenue is now included within subscription revenue. As a result, subscription revenue now consists primarily of subscription licenses sold for on-premises software, the related maintenance and support revenue, and SaaS revenue. Additionally, maintenance revenue associated with perpetual licenses and professional services is now presented together, which reflects the steady decline in perpetual license arrangements. These changes are presentation-only and have no impact on total revenue, operating income, or cash flows, and prior-period results have been updated for comparability.

2026

2025

(In thousands)

Cybersecurity

Digital Agreements

Cybersecurity

Digital Agreements

Subscription (1)

$ 35,312

$ 17,355

$ 33,123

$ 15,569

Perpetual maintenance and services

2,647

3,527

Hardware products

10,587

11,063

Total Revenue

$ 48,546

$ 17,401

$ 47,713

$ 15,653

Cybersecurity and Digital Agreements Subscription revenue during the three months ended March 31, 2025 includes

$5.1 million and less than $0.1 million, respectively, of term maintenance that has been reclassified from maintenance and services to align with the revised presentation of revenue as described above.

We report financial results in accordance with GAAP. We also evaluate our performance using certain non-GAAP financial metrics, namely Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share. Our management believes that these measures, when taken together with the corresponding GAAP financial metrics, provide useful supplemental information regarding the performance of our business, as further discussed in the descriptions of each of these non-GAAP metrics below.

These non-GAAP financial measures are not measures of performance under GAAP and should not be considered in isolation or as alternatives or substitutes for the most directly comparable financial measures calculated in accordance with GAAP. While we believe that these non-GAAP financial measures are useful for the purposes described below, they have limitations associated with their use, since they exclude items that may have a material impact on our reported results and may be different from similar measures used by other companies. Additional information about the non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures appear below.

We define Adjusted EBITDA as net income before interest, taxes, depreciation, amortization, long-term incentive compensation and related payroll tax expense, restructuring and other related charges, and certain non-recurring items, including acquisition related costs, rebranding costs, and non-routine shareholder matters. We use Adjusted EBITDA as a simplified measure of performance for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that Adjusted EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation, amortization, long-term incentive compensation and related payroll tax expense, 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 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). In addition, removing the impact of these items helps us compare our core business performance with that of our competitors.

(In thousands)

2026

2025

Net income

$ 11,565

$ 14,505

Interest expense (income), net

(692)

Provision for income taxes

2,847

3,360

Depreciation and amortization of intangible assets (1)

3,132

2,129

Long-term incentive compensation and related payroll tax expense (2)

2,077

3,248

Restructuring and other related charges (3)

446

Other non-recurring items (4)

1,369

Adjusted EBITDA

$ 21,009

$ 23,035

Includes cost of sales depreciation and amortization expense directly related to delivering cloud subscription revenue of $1.9 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

Long -term incentive compensation and related payroll tax expense includes stock-based compensation and related employer payroll tax expense, and cash incentive grants awarded to employees located in jurisdictions where we do not issue stock-based compensation due to tax, regulatory or similar reasons. The immaterial expense associated with these cash incentive grants was less than $0.1 million for the three months ended March 31, 2026 and 2025.

Costs are recorded in "Services and other cost of goods sold" and "Restructuring and other related charges," respectively, on the condensed consolidated statements of operations.

Includes restructuring and other related charges of less than $0.1 million for the three months ended March 31, 2025. These charges are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

For the three months ended March 31, 2026 and 2025, other non-recurring items consist of $1.4 million and less than

$0.1 million, respectively, of fees related to non-recurring projects.

We define Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share as net income or net income per diluted share, as applicable, before the consideration of long-term incentive compensation expenses, the amortization of intangible assets, restructuring costs, and certain other non-recurring items. We use these measures to assess the impact of our performance excluding items that can significantly impact the comparison of our results between periods and the comparison to competitor results.

We exclude long-term incentive compensation and related payroll tax expense because our long-term incentives generally reflect the use of restricted stock unit grants or cash incentive grants, including incentives directly tied to the performance of the business, while other companies may use different forms of incentives that have different cost impacts, which makes comparison difficult. We exclude amortization of intangible assets as we believe the amount of such expense in any given period may not be correlated directly to the performance of the business operations and that such expenses can vary significantly between periods as a result of new acquisitions, the full amortization of previously acquired intangible assets, or the write down of such assets due to an impairment event. However, intangible assets contribute to current and future revenue, and related amortization expense will recur in future periods until expired or written down.

We also exclude certain non-recurring items including one-time strategic action costs and non-recurring shareholder matters, as these items are unrelated to the operations of our core business. By excluding these items, we are better able to compare the operating results of our underlying core business from one reporting period to the next.

We use a long-term projected non-GAAP tax rate of 20% for the purpose of determining our Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share to provide better consistency across interim reporting periods. We will assess the appropriate non-GAAP tax rate on a regular basis, which could be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix, or other changes to our strategy or business operations.

2026

2025

Net income

$ 11,565

$ 14,505

Provision for income taxes

2,847

3,360

Income before income taxes

14,412

17,865

Long-term incentive compensation and related payroll tax expense (1)

2,077

3,248

Amortization of intangible assets (2)

698

556

Restructuring and other related charges (3)

446

Other non-recurring items (4)

1,369

Non-GAAP net income before income taxes

18,556

22,154

Non-GAAP provision for income taxes (5)

(3,711)

(4,431)

Non-GAAP net income

$ 14,845

$ 17,723

Non-GAAP net income per share, diluted

$ 0.39

$ 0.45

Weighted-average shares used to compute non-GAAP net income per share, diluted

38,070

39,027

Long-term incentive compensation and related payroll tax expense includes stock-based compensation and related employer payroll tax expense, and cash incentive grants awarded to employees located in jurisdictions where we do not issue stock-based compensation due to tax, regulatory or similar reasons. The immaterial expense associated with these cash incentive grants was less than $0.1 million for the three months ended March 31, 2026 and 2025.

Includes cost of sales amortization expense directly related to delivering cloud subscription revenue of $0.2 million for the three months ended March 31, 2026. There was no amortization expense included in cost of sales for the three months ended March 31, 2025. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

Costs are recorded in "Services and other cost of goods sold" and "Restructuring and other related charges," respectively, on the condensed consolidated statements of operations.

For the three months ended March 31, 2026 and 2025, other non-recurring items consist of $1.4 million and less than

$0.1 million, respectively, of fees related to non-recurring projects.

Joe Maxa

Vice President of Investor Relations

+1-312-766-4009

[email protected]

Disclaimer

Onespan Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 20:09 UTC.