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OneSpan Reports Third Quarter 2025 Financial Results

businesswire.com

BOSTON--( BUSINESS WIRE)--OneSpan Inc. (NASDAQ: OSPN) today reported financial results for the third quarter ended September 30, 2025.

“We reported another solid quarter of profitability and continue to make progress in building our foundation for growth,” stated OneSpan CEO, Victor Limongelli. “Our software business – now over 80% of the overall business – delivered double-digit subscription revenue growth and ARR growth, and is positioned for additional growth in 2026. We remain committed to driving efficient revenue growth while maintaining strong profitability and cash generation, and returning capital to shareholders.”

Third Quarter 2025 Financial Highlights

Financial results for the third quarter of 2025 include the financial contributions from the acquisition of Nok Nok Labs, which closed on June 4, 2025.

Recent Business Highlights

Changes in Presentation of Non-GAAP Measures

Effective January 1, 2025, the beginning of our fiscal year ending December 31, 2025, we began including employer payroll taxes related to employee stock-based award transactions in the GAAP to non-GAAP reconciliation for our Non-GAAP Financial Measures discussed below, which include Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share. We are excluding these payroll taxes from our non-GAAP results since they are tied to the timing and size of the vesting of the underlying stock-based awards and the price of our common stock at the time of vesting, which may vary from period to period independent of the operating performance of the Company. Employer payroll taxes related to employee stock-based award transactions amounted to $0.2 million in the third quarter of 2025 and $0.9 million for the full year 2024.

Also effective January 1, 2025, we began using 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 in fiscal 2025 and beyond. Given the significant growth of our Non-GAAP Net Income before income taxes in 2024, we believe this change is necessary to better reflect the performance of our business. We will continue to 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.

Prior period amounts have been adjusted to reflect these changes.

Financial Outlook

OneSpan is updating its previously issued financial guidance. For the Full Year 2025, the Company expects:

Conference Call Details

In conjunction with this announcement, OneSpan Inc. will host a conference call today, October 30, 2025, 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 third quarter 2025.

For investors and analysts accessing the conference call by phone, please refer to the press release dated October 9, 2025, announcing the date of OneSpan’s third quarter 2025 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.

____________________________________________

About OneSpan

OneSpan provides security authentication, identity, electronic signature and digital workflow solutions that protect and facilitate digital transactions and agreements. The Company delivers products and services that automate and secure customer-facing and revenue-generating business processes for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. Trusted by global blue-chip enterprises, including more than 60% of the world’s largest 100 banks, OneSpan processes millions of digital agreements and billions of multi-factor authentication transactions in 100+ countries annually.

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements regarding our 2025 financial guidance, our plans to drive profitable, efficient revenue growth, 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.

OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Revenue

Product and license

$

27,712

$

28,640

$

97,189

$

98,875

Services and other

29,344

27,602

83,076

83,133

Total revenue

57,056

56,242

180,265

182,008

Cost of goods sold

Product and license

7,030

7,394

24,044

28,347

Services and other

8,023

7,300

23,160

24,377

Total cost of goods sold

15,053

14,694

47,204

52,724

Gross profit

42,003

41,548

133,061

129,284

Operating costs

Sales and marketing

11,391

10,138

34,353

33,574

Research and development

8,796

7,533

26,168

24,133

General and administrative

12,152

11,343

33,478

32,907

Restructuring and other related charges

696

697

1,165

3,905

Amortization of intangible assets

741

585

1,982

1,766

Total operating costs

33,776

30,296

97,146

96,285

Operating income

8,227

11,252

35,915

32,999

Interest income, net

388

624

1,812

1,246

Other (expense) income, net

(208

)

(1,915

)

(886

)

(1,293

)

Income before income taxes

8,407

9,961

36,841

32,952

Provision for income taxes

1,893

1,688

7,480

4,658

Net income

$

6,514

$

8,273

$

29,361

$

28,294

Net income per share

Basic

$

0.17

$

0.21

$

0.77

$

0.74

Diluted

$

0.17

$

0.21

$

0.76

$

0.73

Weighted average common shares outstanding

Basic

38,136

38,695

38,149

38,323

Diluted

38,768

39,458

38,845

38,864

OneSpan Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

September 30,

December 31,

2025

2024

ASSETS

Current assets

Cash and cash equivalents

$

85,554

$

83,160

Accounts receivable, net of allowances of $704 at September 30, 2025 and $1,600 at December 31, 2024

27,480

56,229

Inventories, net

11,236

10,792

Prepaid expenses

6,877

6,547

Contract assets

16,718

8,687

Other current assets

9,665

9,479

Total current assets

157,530

174,894

Property and equipment, net

21,368

20,966

Operating lease right-of-use assets

7,697

7,725

Goodwill

102,291

92,365

Intangible assets, net of accumulated amortization

9,983

7,481

Deferred income taxes

28,993

20,516

Other assets

15,661

14,787

Total assets

$

343,523

$

338,734

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable

$

10,378

$

13,310

Deferred revenue

50,535

67,465

Accrued wages and payroll taxes

11,289

13,793

Short-term income taxes payable

9,343

4,403

Dividend payable

564

4,765

Other accrued expenses

7,888

6,339

Deferred compensation

34

200

Total current liabilities

90,031

110,275

Long-term deferred revenue

2,817

3,390

Long-term lease liabilities

6,451

6,932

Deferred income taxes

1,008

3,680

Other long-term liabilities

4,893

1,927

Total liabilities

105,200

126,204

Commitments and contingencies

Stockholders' equity

Preferred stock: 500 shares authorized, none issued and outstanding at September 30, 2025 and December 31, 2024

Common stock: $0.001 par value per share, 75,000 shares authorized; 42,125 and 41,782 shares issued; 37,953 and 38,058 shares outstanding at September 30, 2025 and December 31, 2024, respectively.

38

38

Additional paid-in capital

127,726

122,534

Treasury stock, at cost: 4,172 and 3,724 shares outstanding at September 30, 2025 and December 31, 2024, respectively.

(53,677

)

(47,380

)

Retained earnings

170,940

151,256

Accumulated other comprehensive loss

(6,704

)

(13,918

)

Total stockholders' equity

238,323

212,530

Total liabilities and stockholders' equity

$

343,523

$

338,734

OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

Nine Months Ended September 30,

2025

2024

Cash flows from operating activities:

Net income

$

29,361

$

28,294

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

Depreciation and amortization of intangible assets

7,152

6,086

Loss on disposal of asset

27

Write-off of intangible assets

804

Write-off of property and equipment, net

709

1,053

Deferred tax expense (benefit)

(2,716

)

(14

)

Stock-based compensation

9,601

6,110

Recovery of credit losses

(303

)

(124

)

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

Accounts receivable, net

32,702

35,552

Inventories, net

909

2,639

Contract assets

(7,758

)

(2,080

)

Accounts payable

(3,935

)

(4,197

)

Income taxes payable

4,763

519

Accrued expenses

(2,198

)

(9,491

)

Deferred compensation

(166

)

(150

)

Deferred revenue

(22,030

)

(22,165

)

Other assets and liabilities

767

405

Net cash provided by operating activities

46,885

43,241

Cash flows from investing activities:

Additions to property and equipment

(6,018

)

(7,273

)

Additions to intangible assets

(54

)

(53

)

Cash paid for acquisition of business, net of cash acquired

(13,943

)

Net cash used in investing activities

(20,015

)

(7,326

)

Cash flows from financing activities:

Dividends paid

(13,878

)

Contingent payment related to acquisition

(200

)

Payment of debt issuance costs

(1,739

)

Tax payments for restricted stock issuances

(4,409

)

(2,632

)

Repurchase of common stock

(6,297

)

Net cash used in financing activities

(26,323

)

(2,832

)

Effect of exchange rate changes on cash

1,676

1,215

Net increase in cash

2,223

34,298

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

83,331

43,530

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

$

85,554

$

77,828

Operating Segments

We report our financial results under the following two lines of business, which are our reportable operating segments: Security Solutions 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):

Three Months Ended September 30, 2025

(In thousands, except percentages)

Security

Solutions

Digital

Agreements

Corporate

and Other

Total

Revenue

$

40,322

$

16,734

$

$

57,056

Cost of goods sold

10,325

4,728

15,053

Gross profit

29,997

12,006

42,003

Gross margin

74

%

72

%

*

74

%

Sales and marketing

7,202

3,443

746

11,391

Research and development

5,689

2,917

190

8,796

Other segment items (1)(3)

431

1,487

11,671

13,589

Operating income (loss) (2)(4)

16,675

4,159

(12,607

)

8,227

Interest income, net

388

Other income (expense), net

(208

)

Income before income taxes

$

8,407

Three Months Ended September 30, 2024

(In thousands, except percentages)

Security

Solutions

Digital

Agreements

Corporate

and Other

Total

Revenue

$

40,837

$

15,405

$

$

56,242

Cost of goods sold

10,320

4,374

14,694

Gross profit

30,517

11,031

41,548

Gross margin

75

%

72

%

*

74

%

Sales and marketing

6,303

2,819

1,016

10,138

Research and development

3,843

3,671

19

7,533

Other segment items (1)(3)

171

1,122

11,332

12,625

Operating income (loss) (2)(4)

20,200

3,419

(12,367

)

11,252

Interest income, net

624

Other income (expense), net

(1,915

)

Income before income taxes

$

9,961

Nine Months Ended September 30, 2025

(In thousands, except percentages)

Security

Solutions

Digital

Agreements

Corporate

and Other

Total

Revenue

$

132,270

$

47,995

$

$

180,265

Cost of goods sold

33,365

13,839

47,204

Gross profit

98,905

34,156

133,061

Gross margin

75

%

71

%

*

74

%

Sales and marketing

21,402

10,313

2,638

34,353

Research and development

15,966

9,510

692

26,168

Other segment items (1)(3)

902

3,930

31,793

36,625

Operating income (loss) (2)(4)

60,635

10,403

(35,123

)

35,915

Interest income, net

1,812

Other income (expense), net

(886

)

Income before income taxes

$

36,841

Nine Months Ended September 30, 2024

(In thousands, except percentages)

Security

Solutions

Digital

Agreements

Corporate

and Other

Total

Revenue

$

136,728

$

45,280

$

$

182,008

Cost of goods sold

38,108

14,616

52,724

Gross profit

98,620

30,664

129,284

Gross margin

72

%

68

%

*

71

%

Sales and marketing

18,380

11,940

3,254

33,574

Research and development

11,941

12,118

74

24,133

Other segment items (1)(3)

1,529

3,606

33,443

38,578

Operating income (loss) (2)(4)

66,770

3,000

(36,771

)

32,999

Interest income, net

1,246

Other income (expense), net

(1,293

)

Income before income taxes

$

32,952

*Percentage not meaningful.

(1)

Security Solutions other segment items includes general and administrative expense and restructuring and other related charges for the three and nine months ended September 30, 2025 and 2024.

(2)

Security Solutions operating income includes $0.4 million and $0.7 million of total amortization and depreciation expense for both the three and nine months ended September 30, 2025 and $0.2 million and $0.6 million for the three and nine months ended September 30, 2024, respectively.

Security Solutions operating income includes less than $0.1 million and $0.3 million of restructuring and other related charges for the three and nine months ended September 30, 2025, respectively. Security Solutions operating income includes $0.2 million and $1.6 million of restructuring and other related charges for the three and nine months ended September 30, 2024, respectively.

(3)

Digital Agreements other segment items includes general and administrative expense, restructuring and other related charges, and amortization of intangibles for the three and nine months ended September 30, 2025 and 2024.

(4)

Digital Agreements operating income includes $1.9 million and $5.5 million of total amortization and depreciation expense for the three and nine months ended September 30, 2025, respectively. Digital Agreements operating income includes $1.5 million and $4.6 million of total amortization and depreciation expense for the three and nine months ended September 30, 2024, respectively.

Digital Agreements operating income includes $0.0 million and $0.2 million of restructuring and other related charges for the three and nine months ended September 30, 2025, respectively. Digital Agreements operating loss includes $0.4 million and $1.4 million of restructuring and other related charges for the three and nine months ended September 30, 2024, respectively.

Three Months Ended September 30,

2025

2024

(In thousands)

Security

Solutions

Digital

Agreements

Security

Solutions

Digital

Agreements

Subscription

$

21,106

$

16,674

$

18,603

$

15,045

Maintenance and support

8,860

26

9,317

327

Professional services and other (1)

626

34

820

33

Hardware products

9,730

12,097

Total Revenue

$

40,322

$

16,734

$

40,837

$

15,405

Nine Months Ended September 30,

2025

2024

(In thousands)

Security

Solutions

Digital

Agreements

Security

Solutions

Digital

Agreements

Subscription

$

69,780

$

47,793

$

59,642

$

43,641

Maintenance and support

25,510

75

29,125

1,321

Professional services and other (1)

2,171

127

3,548

318

Hardware products

34,809

44,413

Total Revenue

$

132,270

$

47,995

$

136,728

$

45,280

(1)

Professional services and other includes perpetual software licenses revenue, which was immaterial for the three and nine months ended September 30, 2025 and 2024.

Non-GAAP Financial Measures

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.

Adjusted EBITDA

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.

Reconciliation of Net Income to Adjusted EBITDA

(in thousands, unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

2025

2024

2025

2024

Net income

$

6,514

$

8,273

$

29,361

$

28,294

Interest income, net

(388

)

(624

)

(1,812

)

(1,246

)

Provision for income taxes

1,893

1,688

7,480

4,658

Depreciation and amortization of intangible assets (1)

2,566

1,941

7,152

6,086

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

3,627

3,020

10,553

7,082

Restructuring and other related charges (3)

1,001

720

1,535

5,454

Other non-recurring items (4)

2,322

1,983

3,939

3,060

Adjusted EBITDA

$

17,535

$

17,001

$

58,208

$

53,388

(1)

Includes cost of sales depreciation and amortization expense directly related to delivering cloud subscription revenue of $1.3 million and $3.7 million for the three and nine months ended September 30, 2025, respectively, and $0.7 million and $2.4 million for the three and nine months ended September 30, 2024, respectively. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(2)

Long-term incentive compensation and related payroll tax expense includes stock-based compensation and related 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 and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and less than $0.1 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Starting January 1, 2025, employer payroll taxes related to employee stock-based award transactions are included in long-term incentive compensation and related payroll tax expense. Prior period amounts have been adjusted to reflect these changes. We are excluding these payroll taxes from Adjusted EBITDA results since they are tied to the timing and size of the vesting of the underlying stock-based awards and the price of our common stock at the time of vesting, which may vary from period to period independent of our operating performance. Employer payroll taxes related to employee stock-based award transactions amounted to $0.2 million and less than $0.3 million for the three months ended September 30, 2025 and 2024, respectively, and $0.9 million and $0.7 million for the nine months ended September 30, 2025 and 2024, respectively.

(3)

Includes write-offs of property and equipment, net, of $0.7 million for the three and nine months ended September 30, 2025. Includes write-offs of intangible assets and property and equipment, net, of $0.8 million and $1.0 million, respectively, for the nine months ended September 30, 2024. 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 than $0.4 million and $0.4 million for the three and nine months ended September 30, 2025, respectively, and less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2024. These charges are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(4)

For the three months ended September 30, 2025 and 2024, other non-recurring items consist of $2.3 million and $2.0 million, respectively, of fees related to non-recurring projects. For the nine months ended September 30, 2025 and 2024, other non-recurring items consist of $3.9 million and $3.1 million, respectively, of fees related to non-recurring projects.

Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share

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.

Reconciliation of Net Income to Non-GAAP Net Income

(in thousands, except per share data)

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Net income

$

6,514

$

8,273

$

29,361

$

28,294

Provision for income taxes

1,893

1,688

7,480

4,658

Income before income taxes

8,407

9,961

36,841

32,952

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

3,627

3,020

10,553

7,082

Amortization of intangible assets (2)

741

585

1,982

1,967

Restructuring and other related charges (3)

1,001

720

1,535

5,454

Other non-recurring items (4)

2,322

1,983

3,939

3,060

Non-GAAP net income before income taxes

16,098

16,269

54,850

50,515

Non-GAAP provision for income taxes (5)

(3,220

)

(3,254

)

(10,970

)

(10,103

)

Non-GAAP net income

$

12,878

$

13,015

$

43,880

$

40,412

Non-GAAP net income per share, diluted

$

0.33

$

0.33

$

1.13

$

1.04

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

38,768

39,458

38,845

38,864

(1)

Long-term incentive compensation and related payroll tax expense includes stock-based compensation and related 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 and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and less than $0.1 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Starting January 1, 2025, employer payroll taxes related to employee stock-based award transactions are included in long-term incentive compensation and related payroll tax expense. Prior period amounts have been adjusted to reflect these changes. We are excluding these payroll taxes from Adjusted EBITDA results since they are tied to the timing and size of the vesting of the underlying stock-based awards and the price of our common stock at the time of vesting, which may vary from period to period independent of our operating performance. Employer payroll taxes related to employee stock-based award transactions amounted to $0.2 million and less than $0.3 million for the three months ended September 30, 2025 and 2024, respectively, and $0.9 million and $0.7 million for the nine months ended September 30, 2025 and 2024, respectively.

(2)

Includes cost of sales amortization expense directly related to delivering cloud subscription revenue of $0.0 million and $0.2 million for the nine months ended September 30, 2025, and 2024, respectively. There was no cost of sales amortization expense directly related to delivering cloud subscription revenue for the three months ended September 30, 2025 and 2024, respectively. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(3)

Includes write-offs of property and equipment, net, of $0.7 million for the three and nin months ended September 30, 2025. Includes write-offs of intangible assets and property and equipment, net, of $0.8 million and $1.0 million, respectively, for the nine months ended September 30, 2024. 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 $0.4 million and $0.4 million for the three and nine months ended September 30, 2025, respectively, and less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2024. These charges are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(4)

For the three months ended September 30, 2025 and 2024, other non-recurring items consist of $2.3 million and $2.0 million, respectively, of fees related to non-recurring projects. For the nine months ended September 30, 2025 and 2024, other non-recurring items consist of $3.9 million and $3.1 million, respectively, of fees related to non-recurring projects.

(5)

Starting January 1, 2025, we began using 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 in fiscal 2025 and beyond. Prior period amounts have been adjusted to reflect this change.

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