0001628280-25-008750 | 10-K | XBRL Viewer

Segment Information

Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company's reportable segments are businesses units that offer different products and services and are as follows:

•Security Solutions. 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 software products and SDKs included in the Security Solutions segment are on-premises and, to a lesser extent, cloud software products, and include multi-factor authentication and transaction signing solutions, such as mobile application security and mobile software tokens.

•Digital Agreements. 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.

The CODM evaluates performance for both reportable segments based on segment revenue, gross margins and operating income (loss). When using these metrics, the CODM considers forecast-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses these metrics for evaluating pricing strategy to assess the performance of each segment by comparing the results of each segment with one another and in determining the compensation of certain employees.

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. 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 attributable to a particular segment. The accounting policies of both reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies.

Prior to 2023, the Company allocated certain cost of goods sold and operating expenses to its two reportable operating segments using a direct cost allocation and an allocation based on revenue split between the segments. As a result of the ongoing strategic transformation, the Company refined its operating segment allocation methodology to better align internal and external costs more directly to where the employee efforts are being spent on each segment moving forward. The revised methodology was applied on a prospective basis beginning in 2023. As a result of this change, there was an increase in cost of goods sold and operating expenses being allocated to the Digital Agreements segment, which better aligned with the investments the Company is making in that segment.

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.


			Year Ended December 31, 2024
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	182,187	$	60,992	$	—	$	243,179
Cost of goods sold	49,319		19,281		3		68,603
Gross profit (1)	132,868		41,711		(3)		174,576

Gross margin	73%		68%		*		72%

Sales and marketing	24,684		15,658		4,204		44,546
Research and development	16,132		16,117		174		32,423
Other segment items (2)(4)	1,990		4,321		46,491		52,802
Operating income (loss) (3)(5)	90,062		5,615		(50,872)		44,805

Interest income, net							1,807
Other income (expense), net							(125)
Income (loss) before income taxes							$	46,487


			Year Ended December 31, 2023
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	184,181	$	50,925	$	—	$	235,106
Cost of goods sold	64,207		13,183		1		77,391
Gross profit	119,974		37,742		(1)		157,715

Gross margin	65%		74%		*		67%

Sales and marketing	35,356		31,566		3,313		70,235
Research and development	18,894		18,687		839		38,420
Other segment items (2)(4)	5,534		6,014		66,383		77,931
Operating (loss) income (3)(5)	60,190		(18,525)		(70,536)		(28,871)

Interest income, net							2,090
Other income (expense), net							(532)
Income (loss) before income taxes							$	(27,313)


			Year Ended December 31, 2022
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	170,605	$	48,401	$	—	$	219,006
Cost of goods sold	59,523		10,913		—		70,436
Gross profit	111,082		37,488		—		148,570

Gross margin	65%		77%		*		68%

Sales and marketing	42,135		16,305		2,509		60,949
Research and development	26,128		11,720		3,887		41,735
Other segment items (2)(4)	10,768		4,115		58,118		73,001
Operating income (loss) (3)(5)	32,051		5,348		(64,514)		(27,115)

Interest income, net							595
Other income (expense), net							14,827
Income (loss) before income taxes							$	(11,693)

* Percentage not meaningful

(1) Digital Agreements gross profit includes an intangible asset write-off of $0.8 million and an internal capitalized software write-off of $0.7 million for the year ended December 31, 2024 (see Note 8, Intangible Assets, net and Note 9, Property and Equipment, net).

(2) Security Solutions other segment items includes general and administrative expense, restructuring and other related charges, and amortization of intangibles for the years ended December 31, 2024, 2023, and 2022.

(3) Security Solutions operating income includes $0.9 million, $0, and $1.7 million of total amortization and depreciation expense for the years ended December 31, 2024, 2023, and 2022, respectively.

Security Solutions operating income includes $2.0 million, $5.5 million, and $9.0 million of restructuring and other related charges for the years ended December 31, 2024, 2023, and 2022, respectively.

(4) Digital Agreements other segment items includes general and administrative expense, restructuring and other related charges, and amortization of intangibles for the years ended December 31, 2024, 2023, and 2022.

(5) Digital Agreements operating income includes $6.2 million, $3.7 million, and $2.3 million of total amortization and depreciation for the years ended December 31, 2024, 2023, and 2022, respectively.

Digital Agreements operating income includes $1.7 million, $3.7 million, and $1.9 million of restructuring and other related charges for the years ended December 31, 2024, 2023, and 2022, respectively.

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.


			Years Ended December 31,
	2024				2023				2022
(In thousands)	Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements
Subscription	$	80,555	$	58,848	$	60,550	$	45,886	$	47,124	$	42,029
Maintenance and support	38,342		1,736		42,240		4,143		42,894		5,451
Professional services and other (1)	4,439		408		5,425		896		7,087		921
Hardware products	58,851		—		75,966		—		73,500		—
Total Revenue	$	182,187	$	60,992	$	184,181	$	50,925	$	170,605	$	48,401

(1) Professional services and other includes perpetual software licenses revenue, which was immaterial for the year ended December 31, 2024 and approximately 1%, and 2% of total revenue for the years ended December 31, 2023 and 2022, respectively.

Asset information by segment is not reported to or reviewed by the CODM to allocate resources, and therefore, the Company has not disclosed asset information for the segments.

Geographic, Customer and Supplier Information

The Company classifies sales by customers’ locations in three geographic regions: 1) EMEA, which includes Europe, the Middle East, and Africa; 2) the Americas, which includes sales in North, Central, and South America and Canada; and 3) Asia Pacific, which also includes Australia and New Zealand.


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2024
Revenue	$	108,555	$	86,803	$	47,821	$	243,179
Long-lived assets	$	7,479	$	20,699	$	512	$	28,690

2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

For the years 2024, 2023, and 2022, the top 10 customers contributed 20%, 22% and 23%, respectively, of total worldwide revenue. During 2024, all of the Company's hardware products are assembled by four independent factories in China and one independent factory in Romania

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 83,160	$ 43,001
Restricted cash	171	529
Accounts receivable, net of allowances of $1,600 in 2024 and $1,536 in 2023	56,229	64,387
Inventories, net	10,792	15,553
Prepaid expenses	6,547	6,575
Contract assets	8,687	5,139
Other current assets	9,479	11,159
Total current assets	175,065	146,343
Property and equipment, net	20,966	18,722
Operating lease right-of-use assets	7,725	6,171
Goodwill	92,365	93,684
Intangible assets, net of accumulated amortization	7,481	10,832
Deferred income taxes	20,516	1,721
Other assets	14,616	11,718
Total assets	338,734	289,191
Current liabilities
Accounts payable	13,310	17,452
Deferred revenue	67,465	69,331
Accrued wages and payroll taxes	13,793	14,335
Short-term income taxes payable	4,403	2,646
Dividend payable	4,765	0
Other accrued expenses	6,339	10,684
Deferred compensation	200	382
Total current liabilities	110,275	114,830
Long-term deferred revenue	3,390	4,152
Long-term lease liabilities	6,932	6,824
Deferred income taxes	3,680	1,067
Other long-term liabilities	1,927	3,177
Total liabilities	126,204	130,050
Commitments and contingencies
Stockholders' equity
Preferred stock: 500 shares authorized, none issued and outstanding at December 31, 2024 and 2023	0	0
Common stock: $0.001 par value per share, 75,000 shares authorized; 41,782 and 41,243 shares issued; 38,058 and 37,519 shares outstanding at December 31, 2024 and 2023	38	38
Additional paid-in capital	122,534	118,620
Treasury stock, at cost, 3,724 shares outstanding at December 31, 2024 and 2023	(47,380)	(47,377)
Retained earnings	151,256	98,939
Accumulated other comprehensive loss	(13,918)	(11,079)
Total stockholders' equity	212,530	159,141
Total liabilities and stockholders' equity	$ 338,734	$ 289,191
Treasury stock, shares outstanding (in shares)	3,724	3,724

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury - Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2021		40,001,000
Beginning balance at Dec. 31, 2021	$ 219,780	$ 40	$ (12,501)	$ 100,250	$ 143,173	$ (11,182)
Beginning balance (in shares) at Dec. 31, 2021			592,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(14,434)				(14,434)
Foreign currency translation adjustment, net of tax	(7,246)				(1)	(7,245)
Share-based compensation	8,642			8,642
Vesting of restricted stock awards (in shares)		263,000
Tax payments for stock issuances (in shares)		(92,000)
Tax payments for stock issuances	(1,587)			(1,587)
Unrealized gain on available-for-sale securities	18					18
Excise tax on share repurchases (in shares)		(446,000)	446,000
Excise tax on share repurchases	(5,721)		$ (5,721)
Pension adjustment, net of tax	3,859					3,859
Ending balance (in shares) at Dec. 31, 2022		39,726,000
Ending balance at Dec. 31, 2022	203,311	$ 40	$ (18,222)	107,305	128,738	(14,550)
Ending balance (in shares) at Dec. 31, 2022			1,038,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(29,799)				(29,799)
Foreign currency translation adjustment, net of tax	3,689					3,689
Share-based compensation	14,252			14,252
Vesting of restricted stock awards (in shares)		741,000
Tax payments for stock issuances (in shares)		(262,000)
Tax payments for stock issuances	(2,939)			(2,939)
Unrealized gain on available-for-sale securities	$ 4					4
Excise tax on share repurchases (in shares)	(2,700,000)	(2,686,000)	2,686,000
Excise tax on share repurchases	$ (29,155)	$ (2)	$ (29,155)	2
Pension adjustment, net of tax	$ (222)					(222)
Ending balance (in shares) at Dec. 31, 2023	37,519,000	37,519,000
Ending balance at Dec. 31, 2023	$ 159,141	$ 38	$ (47,377)	118,620	98,939	(11,079)
Ending balance (in shares) at Dec. 31, 2023	3,724,000		3,724,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 57,082				57,082
Foreign currency translation adjustment, net of tax	(3,321)					(3,321)
Share-based compensation	8,955			8,955
Vesting of restricted stock awards (in shares)		902,000
Tax payments for stock issuances (in shares)		(363,000)
Tax payments for stock issuances	(5,041)			(5,041)
Unrealized gain on available-for-sale securities	$ 0
Excise tax on share repurchases (in shares)	0
Excise tax on share repurchases	$ (3)		$ (3)
Dividends declared	(4,765)				(4,765)
Pension adjustment, net of tax	$ 482					482
Ending balance (in shares) at Dec. 31, 2024	38,058,000	38,058,000
Ending balance at Dec. 31, 2024	$ 212,530	$ 38	$ (47,380)	$ 122,534	$ 151,256	$ (13,918)
Ending balance (in shares) at Dec. 31, 2024	3,724,000		3,724,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Intangible Assets, net - Schedule of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Intangible assets, net
Gross Carrying Amount	$ 89,667	$ 91,745
Accumulated Amortization	82,186	80,913
Acquired technology
Intangible assets, net
Gross Carrying Amount	41,658	43,869
Accumulated Amortization	41,658	42,712
Customer relationships
Intangible assets, net
Gross Carrying Amount	34,653	34,773
Accumulated Amortization	28,091	25,960
Patents and trademarks
Intangible assets, net
Gross Carrying Amount	13,356	13,103
Accumulated Amortization	$ 12,437	$ 12,241
Minimum \| Acquired technology
Intangible assets, net
Useful Life (in years)	3 years	3 years
Minimum \| Customer relationships
Intangible assets, net
Useful Life (in years)	5 years	5 years
Minimum \| Patents and trademarks
Intangible assets, net
Useful Life (in years)	10 years	10 years
Maximum \| Acquired technology
Intangible assets, net
Useful Life (in years)	7 years	7 years
Maximum \| Customer relationships
Intangible assets, net
Useful Life (in years)	12 years	12 years
Maximum \| Patents and trademarks
Intangible assets, net
Useful Life (in years)	20 years	20 years

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The fair values of cash equivalents, accounts receivables, and accounts payable approximate their carrying amounts due to their short duration. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing base upon its own market assumptions.

The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies, as defined in ASC 820, Fair Value Measurements. The fair value hierarchy consists of the following three levels:

•Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities.

•Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived primarily from or corroborated by observable market data.

•Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of December 31, 2024 and 2023:


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
U.S. Treasury Bills	$	3,500	$	3,500	$	—	$	—


Money Market Funds	$	51,690	$	51,690	$	—	$	—


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:



Money Market Funds	$	8,496	$	8,496	$	—	$	—

The Company classifies its investments in debt securities as available-for-sale. The Company reviews available-for-sale debt securities for impairments related to losses and other factors each quarter. The unrealized gains and losses on the available-for-sale debt securities were not material as of December 31, 2024 and 2023. The Company did not have any financial liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023.

The Company’s non-financial assets and liabilities, which include goodwill and long-lived assets held and used, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an

annual impairment test is required, the Company would evaluate the non-financial assets and liabilities for impairment. If an impairment was to occur, the asset or liability would be recorded at its estimated fair value.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Geographic, Customer and Supplier Information - Sales details of customers locations in four geographic regions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Geographic, Customer and Supplier Information
Revenue	$ 243,179	$ 235,106	$ 219,006
Long-lived assets	28,690	24,893	20,703
EMEA
Geographic, Customer and Supplier Information
Revenue	108,555	111,568	100,298
Long-lived assets	7,479	5,783	4,856
Americas
Geographic, Customer and Supplier Information
Revenue	86,803	80,057	77,740
Long-lived assets	20,699	18,795	15,270
APAC
Geographic, Customer and Supplier Information
Revenue	47,821	43,481	40,968
Long-lived assets	$ 512	$ 315	$ 577

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Summary of Significant Accounting policies - Equity Method Investments (Details) - Investment In Promon AS - USD ($) $ in Millions		12 Months Ended
	Jan. 31, 2022	Dec. 31, 2022	Jan. 30, 2022
Equity Method Investments
Equity interest, amount sold	$ 18.9
Gain on sale of equity-method investment		$ 14.8
Ownership percentage			17.00%

Share Compensation Plans - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 9,172,000	$ 14,562,000	$ 8,813,000
Unamortized future compensation expense	3,300,000
Restricted Stock, subject to time-based criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)			0
Compensation expense	0	0	$ 100,000
Tax benefit related to compensation expense	0	$ 0
Unamortized future compensation expense	$ 0
Restricted Stock, subject to time-based criteria \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage	25.00%
Time-Based Restricted Stock Units settled in stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)	1,034,000	1,813,000
Compensation expense	$ 6,900,000	$ 10,900,000	6,900,000
Tax benefit related to compensation expense	1,300,000	$ 500,000	200,000
Unamortized future compensation expense	$ 8,600,000
Time-Based Restricted Stock Units settled in stock \| Minimum \| Officer \| Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Time-Based Restricted Stock Units settled in stock \| Maximum \| Officer \| Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Restricted Stock, subject to performance criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)	157,000	966,000
Unamortized future compensation expense	$ 1,400,000
Restricted Stock, subject to performance criteria \| Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1 year
Restricted Stock, subject to performance criteria \| Tranche Two \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	3 years
Performance-Based Restricted Stock, earned
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1,400,000	$ 2,800,000	1,600,000
Tax benefit related to compensation expense	$ 200,000	$ 100,000	100,000
Performance-Based Restricted Stock, earned \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1 year
Performance-Based Restricted Stock, earned \| Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1 year
Performance-Based Restricted Stock, earned \| Tranche Two \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	3 years
Market-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)	463,000	251,000
Compensation expense	$ 700,000	$ 600,000	500,000
Tax benefit related to compensation expense	$ 100,000	$ 100,000	$ 100,000
Market-Based Restricted Stock Units \| Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
2019 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation awards issued (in shares)	1,000,000.0
Percentage of shares issued and outstanding	3.00%

Leases - Supplemental consolidated cash flow information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating cash payments from operating leases	$ 2,455	$ 2,836	$ 3,346
ROU assets obtained in exchange for new operating lease liabilities	$ 3,462	$ 2,650	$ 1,172

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net income (loss)	$ 57,082	$ (29,799)	$ (14,434)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Schedule of details of earnings per share calculations

Fair Value Measurements - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Liabilities, fair value	$ 0	$ 0

Share Compensation Plans - Market and service restricted stock units (Details) - Market-Based Restricted Stock Units - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Shares
Beginning balance (in shares)	251
Shares vested (in shares)	(1)
Shares awarded (in shares)	300
Shares forfeited (in shares)	(87)
Ending balance (in shares)	463	251
Weighted- average remaining term (years)
Outstanding (years)	2 years 6 months 14 days	1 year 10 months 20 days
Weighted- average grant date fair value
Beginning balance (in dollars per share)	$ 11.58
Shares vested (in dollars per share)	38.58
Shares awarded (in dollars per share)	12.27
Shares forfeited (in dollars per share)	11.55
Ending balance (in dollars per share)	$ 11.99	$ 11.58

Intangible Assets, net - Schedule of expected amortization of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Intangible Assets, Net (Excluding Goodwill) [Abstract]
2025	$ 2,333
2026	2,340
2027	2,122
2028	49
2029	40
Thereafter	214
Subject to amortization	7,098
Trademarks	383
Total intangible assets	$ 7,481	$ 10,832

Earnings per Common Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

A reconciliation of the shares included in the basic and fully diluted earnings per share calculations is as follows:


	Years Ended December 31,
(In thousands, except per share data)	2024		2023		2022
Net income (loss)	$	57,082	$	(29,799)	$	(14,434)
Weighted average common shares outstanding:
Basic	38,387		40,193		40,143
Incremental shares with dilutive effect:
Restricted stock awards	698		—		—
Diluted	39,085		40,193		40,143

Net income (loss) per share:
Basic	$	1.49	$	(0.74)	$	(0.36)
Diluted	$	1.46	$	(0.74)	$	(0.36)

Inventories, net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Component parts	$ 4,385	$ 8,511
Work-in-process and finished goods	6,407	7,042
Total	$ 10,792	$ 15,553

Segment Information - Narrative (Details) - segment	12 Months Ended
Segment Information - Narrative (Details) - segment	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting [Abstract]
Number of operating segments	2	2	2
Number of reportable segments	2	2	2

Employee Benefit Plans - Actuarial assumptions (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Minimum
Defined Benefit Plan Disclosure [Line Items]
Discount rates	0.95%	1.40%
Inflation	1.10%	1.25%
Expected return on plan assets	1.90%	2.00%
Rate of salary increases	2.10%	2.25%
Maximum
Defined Benefit Plan Disclosure [Line Items]
Discount rates	3.40%	4.10%
Inflation	2.00%	2.20%
Expected return on plan assets	2.00%	2.50%
Rate of salary increases	3.00%	3.20%

Summary of Significant Accounting Policies - Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Goodwill impairment	$ 0	$ 0	$ 0

Summary of Significant Accounting policies - Revenue Recognition (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Patents and trademarks \| Revenue from Contract with Customer, Product and Service Benchmark \| Product Concentration Risk
Equity Method Investments
Percent of total	0.00%	1.00%	2.00%

Restructuring and Other Related Charges - Narrative (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) employee	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net	$ 1,081	$ 3,183	$ 3,828
Write-off of intangible assets	804	0	0
Restructuring and other related charges	4,444	17,311	13,310
Dealflo Limited \| Customer relationships
Restructuring Cost and Reserve [Line Items]
Impairment of intangible assets			3,800
Digital Agreements
Restructuring Cost and Reserve [Line Items]
Write-off of intangible assets	800
Restructuring and other related charges	1,700	3,700	1,900
Security Solutions
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	2,000	5,500	9,000
Services and Other Cost of Goods Sold
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net	700
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net	300
Property, Plant and Equipment
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net	1,000
Capitalized software
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net		1,500
Chicago Office
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net		700
Chicago Office \| Leasehold improvements
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net		600
Brussels Office
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net		600
Brussels Office \| Leasehold improvements
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net		600
Employee Costs
Restructuring Cost and Reserve [Line Items]
Severance-related costs	$ 4,000	11,700	9,500
Number of employees eliminated \| employee	330
Restructuring liability, current	$ 1,300
Real Estate Rationalization
Restructuring Cost and Reserve [Line Items]
Restructuring liability, current	500
Real Estate Rationalization \| Chicago Office
Restructuring Cost and Reserve [Line Items]
Gain (loss) on rent concession and tenant improvement allowances		300
Real Estate Rationalization \| Brussels Office
Restructuring Cost and Reserve [Line Items]
Gain (loss) on rent concession and tenant improvement allowances		(100)
Vendor Rationalization
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	200	1,200
Plan
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, incurred cost	6,000
Restructuring and other related charges	4,400	$ 17,300	$ 13,300
Plan \| Services and Other Cost of Goods Sold
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, incurred cost	$ 1,600

Description of the Company and Basis of Presentation	12 Months Ended
Description of the Company and Basis of Presentation	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Company and Basis of Presentation	Description of the Company and Basis of Presentation Description of the Company OneSpan delivers cutting-edge solutions in two key areas: advanced secure authentication, which is provided through its Security Solutions business unit, and digital agreements, which is provided through its Digital Agreements business unit. The Company's secure authentication solutions protect devices, users, and applications with robust multi-factor and passwordless authentication and other fraud prevention technologies. Its digital agreements solutions combine identity verification, electronic signatures, and digital workflows to streamline agreements, enhance compliance, and accelerate business processes. OneSpan empowers organizations to automate and secure both customer-facing and revenue-generating processes, supporting a wide range of use cases—from simple transactions to complex workflows requiring elevated security. 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 business units, Security Solutions and Digital Agreements, are also its reportable operating segments. During 2022 and the first half of 2023, the Company was operating under a three-year strategic plan that focused on driving revenue growth in Digital Agreements. However, in mid-2023, the Company determined it was unlikely to achieve the revenue growth levels set forth in that strategic plan within the contemplated three-year timeframe due to a number of factors, including increasing maturity and competitiveness in the market for e-signature solutions, limited awareness of the OneSpan brand among buyers of e-signature tools, and higher pricing aggressiveness from competitors. In response to these challenges, the Company modified its strategy to focus more heavily on improving profitability margins across the business. To this end, in August 2023, the Company's Board of Directors approved additional restructuring actions designed to drive higher levels of profitability while maintaining the Company's long-term growth potential. The Company now plans to drive profitable, efficient growth in both operating segments, with a particular emphasis on growing subscription revenue and sales of high-margin software solutions. Dividends On December 16, 2024, the Company's Board of Directors declared a quarterly cash dividend as part of the initiation of a recurring quarterly dividend program. The initial quarterly cash dividend of $0.12 per share was paid on February 14, 2025 to shareholders of record as of the close of business on January 31, 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”). Principles of Consolidation The consolidated financial statements include the accounts of OneSpan Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly assesses its estimates. Estimates are based on historical experience and on various other market-specific and relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. dollars using current exchange rates as of the balance sheet date. 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. Foreign exchange transaction losses aggregated to $0.9 million, $1.1 million, and $1.9 million in 2024, 2023, and 2022, respectively.

Segment Information - Sales Details of Customers Locations in Four Geographic Regions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Geographic, Customer and Supplier Information
Revenue	$ 243,179	$ 235,106	$ 219,006
Cost of goods sold	68,603	77,391	70,436
Gross profit	$ 174,576	$ 157,715	$ 148,570
Gross margin	72.00%	67.00%	68.00%
Sales and marketing	$ 44,546	$ 70,235	$ 60,949
Research and development	32,423	38,420	41,735
Other segment items	52,802	77,931	73,001
Operating income (loss)	44,805	(28,871)	(27,115)
Interest income, net	1,807	2,090	595
Other income (expense), net	(125)	(532)	14,827
Income (loss) before income taxes	46,487	(27,313)	(11,693)
Write-off of intangible assets	804	0	0
Write-off of property and equipment, net	1,081	3,183	3,828
Depreciation and amortization of intangible assets	8,364	6,479	7,066
Restructuring and other related charges	4,444	17,311	13,310
Services And Other Cost Of Goods Sold
Geographic, Customer and Supplier Information
Write-off of property and equipment, net	700
Security Solutions
Geographic, Customer and Supplier Information
Revenue	182,187	184,181	170,605
Depreciation and amortization of intangible assets	900	0	1,700
Restructuring and other related charges	2,000	5,500	9,000
Digital Agreements
Geographic, Customer and Supplier Information
Revenue	60,992	50,925	48,401
Write-off of intangible assets	800
Depreciation and amortization of intangible assets	6,200	3,700	2,300
Restructuring and other related charges	1,700	3,700	1,900
Operating Segments \| Security Solutions
Geographic, Customer and Supplier Information
Revenue	182,187	184,181	170,605
Cost of goods sold	49,319	64,207	59,523
Gross profit	$ 132,868	$ 119,974	$ 111,082
Gross margin	73.00%	65.00%	65.00%
Sales and marketing	$ 24,684	$ 35,356	$ 42,135
Research and development	16,132	18,894	26,128
Other segment items	1,990	5,534	10,768
Operating income (loss)	90,062	60,190	32,051
Operating Segments \| Digital Agreements
Geographic, Customer and Supplier Information
Revenue	60,992	50,925	48,401
Cost of goods sold	19,281	13,183	10,913
Gross profit	$ 41,711	$ 37,742	$ 37,488
Gross margin	68.00%	74.00%	77.00%
Sales and marketing	$ 15,658	$ 31,566	$ 16,305
Research and development	16,117	18,687	11,720
Other segment items	4,321	6,014	4,115
Operating income (loss)	5,615	(18,525)	5,348
Corporate And Reconciling Items
Geographic, Customer and Supplier Information
Revenue	0	0	0
Cost of goods sold	3	1	0
Gross profit	(3)	(1)	0
Sales and marketing	4,204	3,313	2,509
Research and development	174	839	3,887
Other segment items	46,491	66,383	58,118
Operating income (loss)	$ (50,872)	$ (70,536)	$ (64,514)

Allowance for Credit Losses

12 Months Ended

Dec. 31, 2024

Credit Loss [Abstract]

Allowance for Credit Losses

The following table presents the changes in the allowance for credit losses during the years ended December 31, 2023 and 2024:


(In thousands)
Balance at January 1, 2023	$	1,600
Provision	286
Write-offs	(350)

Balance at December 31, 2023	1,536
Provision	208
Write-offs	(144)

Balance at December 31, 2024	$	1,600

The entire disclosure for credit loss on financial instrument measured at amortized cost basis, net investment in lease, off-balance sheet credit exposure, and available-for-sale debt security.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481962/310-10-50-42

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 44
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481962/310-10-50-44

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-21

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479106/326-30-50-4

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479106/326-30-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-20

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 57,082	$ (29,799)	$ (14,434)
Other comprehensive income (loss)
Cumulative translation adjustment, net of tax	(3,321)	3,689	(7,245)
Pension adjustment, net of tax	482	(222)	3,859
Unrealized gain on available-for-sale securities	0	4	18
Comprehensive income (loss)	$ 54,243	$ (26,328)	$ (17,802)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Earnings per Common Share

Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Changes in the allowance for credit losses
Beginning balance	$ 1,536	$ 1,600
Provision	208	286
Write-offs	(144)	(350)
Ending balance	$ 1,600	$ 1,536

Earnings per Common Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

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. Because the Company was in a net loss position for the years ended December 31, 2023 and 2022, diluted net loss per share for these periods exclude the effects of all common stock equivalents, which are anti-dilutive.

A reconciliation of the shares included in the basic and fully diluted earnings per share calculations is as follows:


	Years Ended December 31,
(In thousands, except per share data)	2024		2023		2022
Net income (loss)	$	57,082	$	(29,799)	$	(14,434)
Weighted average common shares outstanding:
Basic	38,387		40,193		40,143
Incremental shares with dilutive effect:
Restricted stock awards	698		—		—
Diluted	39,085		40,193		40,143

Net income (loss) per share:
Basic	$	1.49	$	(0.74)	$	(0.36)
Diluted	$	1.46	$	(0.74)	$	(0.36)

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue
Total revenue	$ 243,179	$ 235,106	$ 219,006
Cost of goods sold
Total cost of goods sold	68,603	77,391	70,436
Gross profit	174,576	157,715	148,570
Operating costs
Sales and marketing	44,546	70,235	60,949
Research and development	32,423	38,420	41,735
General and administrative	46,007	58,267	55,552
Restructuring and other related charges	4,444	17,311	13,310
Amortization of intangible assets	2,351	2,353	4,139
Total operating costs	129,771	186,586	175,685
Operating income (loss)	44,805	(28,871)	(27,115)
Interest income, net	1,807	2,090	595
Other income (expense), net	(125)	(532)	14,827
Income (loss) before income taxes	46,487	(27,313)	(11,693)
(Benefit) provision for income taxes	(10,595)	2,486	2,741
Net income (loss)	$ 57,082	$ (29,799)	$ (14,434)
Net income (loss) per share
Basic (in dollars per share)	$ 1.49	$ (0.74)	$ (0.36)
Diluted (in dollars per share)	$ 1.46	$ (0.74)	$ (0.36)
Weighted average common shares outstanding
Basic (in shares)	38,387	40,193	40,143
Diluted (in shares)	39,085	40,193	40,143
Product and license
Revenue
Total revenue	$ 132,078	$ 130,848	$ 121,426
Cost of goods sold
Total cost of goods sold	36,732	48,676	45,106
Services and other
Revenue
Total revenue	111,101	104,258	97,580
Cost of goods sold
Total cost of goods sold	$ 31,871	$ 28,715	$ 25,330

Goodwill

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table presents the changes in goodwill for the years ended December 31, 2023 and 2024:


(In thousands)	Security Solutions		Digital Agreements		Total
Net balance at January 1, 2023	$	70,782	$	19,732	$	90,514
Acquisition during the period (1)	—		600		600

Net foreign currency translation	2,009		561		2,570
Net balance at December 31, 2023	72,791		20,893		93,684


Net foreign currency translation	(1,031)		(288)		(1,319)
Net balance at December 31, 2024	$	71,760	$	20,605	$	92,365

(1) Represents goodwill recorded in conjunction with the acquisition of substantially all the assets of the ProvenDB business of Southbank Software Pty Ltd. during the year ended December 31, 2023. See Note 6, Business Acquisitions, for additional information.

No impairment of goodwill was recorded during the years ended December 31, 2024, 2023, or 2022.

Summary of Significant Accounting Policies - Other Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Current operating lease liabilities	$ 2,351	$ 2,027
Accrued sales tax and VAT	1,127	2,486
Other accrued expenses	1,980	4,747
Accrued professional fees	881	710
Accrued lease termination fees	0	714
Total	$ 6,339	$ 10,684

Segment Information - Information Regarding Geographic Areas (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($) segment
Segment Reporting [Abstract]
Number of operating segments \| segment	2	2	2
Geographic, Customer and Supplier Information
Total revenue	$ 243,179	$ 235,106	$ 219,006
Subscription
Geographic, Customer and Supplier Information
Total revenue	139,403	106,436	89,153
Professional services and other
Geographic, Customer and Supplier Information
Total revenue	4,847	6,321	8,008
Hardware products
Geographic, Customer and Supplier Information
Total revenue	$ 58,851	$ 75,966	$ 73,500
Patents and trademarks \| Revenue from Contract with Customer, Product and Service Benchmark \| Product Concentration Risk
Geographic, Customer and Supplier Information
Percent of total	0.00%	1.00%	2.00%
Security Solutions
Geographic, Customer and Supplier Information
Total revenue	$ 182,187	$ 184,181	$ 170,605
Security Solutions \| Subscription
Geographic, Customer and Supplier Information
Total revenue	80,555	60,550	47,124
Security Solutions \| Maintenance and support
Geographic, Customer and Supplier Information
Total revenue	38,342	42,240	42,894
Security Solutions \| Professional services and other
Geographic, Customer and Supplier Information
Total revenue	4,439	5,425	7,087
Security Solutions \| Hardware products
Geographic, Customer and Supplier Information
Total revenue	58,851	75,966	73,500
Digital Agreements
Geographic, Customer and Supplier Information
Total revenue	60,992	50,925	48,401
Digital Agreements \| Subscription
Geographic, Customer and Supplier Information
Total revenue	58,848	45,886	42,029
Digital Agreements \| Maintenance and support
Geographic, Customer and Supplier Information
Total revenue	1,736	4,143	5,451
Digital Agreements \| Professional services and other
Geographic, Customer and Supplier Information
Total revenue	408	896	921
Digital Agreements \| Hardware products
Geographic, Customer and Supplier Information
Total revenue	$ 0	$ 0	$ 0

Allowance for Credit Losses (Tables)

12 Months Ended

Dec. 31, 2024

Credit Loss [Abstract]

Schedule change in the allowance for credit losses

The following table presents the changes in the allowance for credit losses during the years ended December 31, 2023 and 2024:


(In thousands)
Balance at January 1, 2023	$	1,600
Provision	286
Write-offs	(350)

Balance at December 31, 2023	1,536
Provision	208
Write-offs	(144)

Balance at December 31, 2024	$	1,600

Share Compensation Plans - Time-based restricted stock unit activity (Details) - Time-Based Restricted Stock Units settled in stock - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Shares
Beginning balance (in shares)	1,813
Shares vested (in shares)	(634)
Shares awarded (in shares)	433
Shares forfeited (in shares)	(578)
Ending balance (in shares)	1,034	1,813
Weighted- average remaining term (years)
Outstanding (years)	1 year 4 months 9 days	1 year 10 months 6 days
Weighted- average grant date fair value
Beginning balance (in dollars per share)	$ 12.98
Shares vested (in dollars per share)	12.69
Shares awarded (in dollars per share)	12.90
Shares forfeited (in dollars per share)	14.14
Ending balance (in dollars per share)	$ 12.47	$ 12.98

Income Taxes - Summary of income tax examinations (Details)	12 Months Ended
	Dec. 31, 2024
Australia
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2016
Austria
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2018
Belgium
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2020
Canada
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2020
Netherlands
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2019
Singapore
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2019
Switzerland
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2023
United Kingdom
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2022
United States
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2017

Revenue - Narrative (Details) $ in Millions	12 Months Ended
Revenue - Narrative (Details) $ in Millions	Dec. 31, 2024 USD ($)
Revenue
Revenue recognized that was included in the balance sheet	$ 66.1
Amortization period	7 years
Minimum
Revenue
The amount of time contract assets are transferred to receivables	2 years
Maximum
Revenue
The amount of time contract assets are transferred to receivables	5 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule of supplemental consolidated cash flow information related to leases

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of lease, cost

Operating lease cost details for the years ended December 31, 2024, 2023, and 2022 are as follows:


	Years Ended December 31,
(In thousands)	2024		2023		2022
Building rent	$	1,153	$	1,638	$	2,117
Automobile rentals	1,349		1,132		1,180
Total net operating lease costs	$	2,502	$	2,770	$	3,297

Supplemental consolidated balance sheet information related to operating leases as of December 31, 2024 and 2023 is as follows:


	December 31,
(In thousands)	2024		2023
Leases
Assets	$	7,725	$	6,171
Operating lease right-of-use assets	$	7,725	$	6,171

Liabilities
Current
Operating lease liabilities	$	2,351	$	2,027


Non-current
Operating lease liabilities	6,932		6,110
Accrued lease termination fees	—		714
Total lease liabilities	$	9,283	$	8,851

Supplemental consolidated cash flow information related to leases is as follows:


	Years Ended December 31,
(In thousands)	2024		2023		2022
Supplemental cash flow and other information related to leases:

Operating cash payments from operating leases	$	2,455	$	2,836	$	3,346

ROU assets obtained in exchange for new operating lease liabilities	$	3,462	$	2,650	$	1,172

Schedule of maturities of operating leases

Maturities of the Company's operating leases as of December 31, 2024 are as follows:



(In thousands)
2025	$	2,732
2026	2,201
2027	1,821
2028	1,719
2029	942
Thereafter	1,293
Less: imputed interest	(1,425)

Total lease liabilities	$	9,283

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2024	Feb. 21, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	000-24389
Entity Registrant Name	OneSpan Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4169320
Entity Address, Address Line One	1 Marina Park Drive
Entity Address, Address Line Two	Unit 1410
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	312
Local Phone Number	766-4001
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	OSPN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 479,950,263
Entity Common Stock, Shares Outstanding		38,175,819
Documents Incorporated by Reference	Certain sections of the registrant’s Notice of Annual Meeting of Stockholders and Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.
Entity Central Index Key	0001044777
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Share Compensation Plans

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share Compensation Plans

The Company has a share-based compensation plan, the OneSpan Inc. 2019 Omnibus Incentive Plan (“Plan”), under which the Board of Directors may grant share-based awards including restricted stock units (RSUs) and performance restricted stock units (PSUs).

The Plan may provide performance incentives to employees and non-employee directors, consultants and other key persons of the Company. The plan is administered by the Compensation Committee as appointed by the Board of Directors and is intended to be a non-qualified plan.

As of December 31, 2024, the remaining number of shares allowed to be issued under the Plan was approximately 1.0 million shares of the Company’s common stock, representing 3% of the issued and outstanding shares of the Company as of such date.

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.


	Years Ended December 31,
(In thousands)	2024		2023		2022
Share-based compensation	$	8,955	$	14,252	$	8,642
Other long-term incentive plan compensation (1)	217		310		171
Total compensation	$	9,172	$	14,562	$	8,813

Time-Based Restricted Stock Awards

Non-forfeited time-based restricted stock awards granted to certain executive officers and other employees under the VASCO Data Security International, Inc. 2009 Equity Plan became fully vested during the year ended December 31, 2022. Certain shares became subject to forfeiture when the service requirement was not met. No awards were outstanding as of December 31, 2022 and, therefore, there was no compensation expense, no tax benefit or any time-based restricted stock activity for the years ended December 31, 2024 and 2023. Compensation expense and related tax benefit were both less than $0.1 million for 2022.

There was no unamortized future compensation expense for time-based restricted stock awards at December 31, 2024.

Time-Based Restricted Stock Units

Under the OneSpan Inc. 2019 Omnibus Incentive Plan, the Company grants non-employee directors and certain eligible employees RSUs that settle in Company stock. RSUs granted to non-employee directors vest on the first anniversary date of the grant and have a deferred delivery feature whereby they are not delivered until resignation or upon a change in control of the Company. RSUs granted to employees vest over one to four years in equal annual or semi-annual installments in the initial year and thereafter in semi-annual installments. Shares are subject to forfeiture if the service period is not met. Compensation expense for time-based restricted stock unit awards was $6.9 million, $10.9 million, and $6.9 million for 2024, 2023, and 2022, respectively, and the related tax benefit was $1.3 million, $0.5 million, and $0.2 million, respectively. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2024:


(Sharecounts in thousands)	Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2024	1,813	1.85	$	12.98
Shares vested	(634)		12.69
Shares awarded	433		12.90
Shares forfeited	(578)		14.14
Unearned, December 31, 2024	1,034	1.36	$	12.47

The unamortized future compensation expense for time-based restricted stock awards was $8.6 million at December 31, 2024.

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. Under certain grants, shares related to one to three year targets are earned upon fulfillment of the performance criteria as determined by the Compensation Committee of the OneSpan Inc. Board of Directors ("Compensation Committee") and vest upon completion of the requisite service period. Shares are subject to forfeiture if the performance criteria and the service period are not met.

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.

Compensation expense related to performance-based restricted stock unit awards in 2024, 2023, and 2022 was $1.4 million, $2.8 million, and $1.6 million, respectively. Tax benefit related to the compensation expense was $0.2 million, less than $0.1 million, and less than $0.1 million for 2024, 2023, and 2022, respectively.

The following table summarizes activity related to unvested performance restricted stock shares during 2024:


(Sharecounts in thousands)	Total Unvested Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2024	966	0.84	$	13.99
Shares vested	(267)		12.12
Shares awarded	136		12.79
Shares forfeited	(678)		14.76
Unearned, December 31, 2024	157	1.11	$	12.83

Unamortized future compensation expense for performance-based restricted stock was $1.4 million at December 31, 2024.

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. Compensation expense for market-based restricted stock unit awards in 2024, 2023, and 2022 was $0.7 million, $0.6 million, and $0.5 million, respectively, and the related tax benefit was $0.1 million, less than $0.1 million, and less than $0.1 million respectively.

The following table summarizes activity related to unvested market and service restricted stock units settled in stock:


(Sharecounts in thousands)	Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2024	251	1.89	$	11.58
Shares vested	(1)		38.58
Shares awarded	300		12.27
Shares forfeited	(87)		11.55
Unearned, December 31, 2024	463	2.54	$	11.99

Unamortized future compensation expense for market-based restricted stock was $3.3 million at December 31, 2024.

Goodwill (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill activity

The following table presents the changes in goodwill for the years ended December 31, 2023 and 2024:


(In thousands)	Security Solutions		Digital Agreements		Total
Net balance at January 1, 2023	$	70,782	$	19,732	$	90,514
Acquisition during the period (1)	—		600		600

Net foreign currency translation	2,009		561		2,570
Net balance at December 31, 2023	72,791		20,893		93,684


Net foreign currency translation	(1,031)		(288)		(1,319)
Net balance at December 31, 2024	$	71,760	$	20,605	$	92,365

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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Summary of Significant Accounting policies - Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	May 09, 2024
Accounting Policies [Abstract]
Amount the company can repurchase					$ 50,000
Treasury stock, repurchased (in shares)	2,380,834	0	2,700,000
Stock repurchase program, remaining authorized repurchase amount	$ 50,000		$ 50,000
Treasury stock, repurchased average cost per share (in dollars per share)	$ 10.50		$ 10.62
Treasury stock, repurchased	$ 25,000	$ 3	$ 29,155	$ 5,721

Geographic, Customer and Supplier Information (Tables)

12 Months Ended

Dec. 31, 2024

Information regarding geographic areas


			Years Ended December 31,
	2024				2023				2022
(In thousands)	Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements
Subscription	$	80,555	$	58,848	$	60,550	$	45,886	$	47,124	$	42,029
Maintenance and support	38,342		1,736		42,240		4,143		42,894		5,451
Professional services and other (1)	4,439		408		5,425		896		7,087		921
Hardware products	58,851		—		75,966		—		73,500		—
Total Revenue	$	182,187	$	60,992	$	184,181	$	50,925	$	170,605	$	48,401


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2024
Revenue	$	108,555	$	86,803	$	47,821	$	243,179
Long-lived assets	$	7,479	$	20,699	$	512	$	28,690

2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

Restructuring and Other Related Charges

12 Months Ended

Dec. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Other Related Charges

In December 2021, the Company's Board approved a restructuring plan (“Plan”) designed to advance the Company’s operating model, streamline its business, improve efficiency, and enhance its capital resources. As part of the first phase of the Plan, the Company reduced headcount by eliminating positions in certain areas of its organization. The first phase of the Plan began and was substantially completed during the quarter ended March 31, 2022. In May 2022, the Board approved additional actions related to the Plan through the year ending December 31, 2025. This second phase of the Plan consisted primarily of headcount-related reductions and was designed to achieve the same objectives as the first phase of the Plan.

On August 3, 2023, the Board approved further cost reduction actions (the "2023 Actions") to seek to drive higher levels of Adjusted EBITDA while maintaining the Company's long-term growth potential. The Company has incurred and expects to continue to incur restructuring charges in connection with the 2023 Actions, and anticipates that these charges will consist primarily of charges related to employee transition and severance payments, with a significantly smaller amount of charges relating to vendor contract termination and rationalization actions.

In connection with the Plan (including the 2023 Actions), the Company recorded a total of $6.0 million in restructuring charges during the year ended December 31, 2024, of which $1.6 million is recorded in "Services and other cost of goods sold" in the consolidated statements of operations for the year ended December 31, 2024 and $4.4 million is recorded in “Restructuring and other related charges” in the consolidated statement of operations for the years ended December 31, 2024. The Company recorded $17.3 million and $13.3 million for the years ended December 31, 2023 and 2022, respectively, in "Restructuring and other related charges" in the consolidated statements of operations.

The main categories of charges are in the following areas:

•Employee costs – include severance, related benefits, and retention pay costs incurred as a result of eliminating positions in certain areas of the Company. For the years ended December 31, 2024, 2023, and 2022, severance-related costs were $4.0 million, $11.7 million, and $9.5 million, respectively. In total, there were approximately 330 employees, across multiple functions, whose positions were made redundant. The $1.3 million current portion of the restructuring liability at December 31, 2024 is included in "Accrued wages and payroll taxes" in the consolidated balance sheet and is expected to be paid within the next 12 months.

•Real estate rationalization costs – includes costs to align the real estate footprint with the Company’s needs. 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. As of December 31, 2024, the Company accrued contract termination fees of $0.5 million for the Chicago office, which are included in "Current lease liabilities" in the consolidated balance sheet and which was paid in January 2025. In conjunction with the abandonment of the Chicago and former Brussels office leases in 2023, the underlying right-of-use assets and lease liabilities were written off and a $0.3 million gain and $0.1 million loss, respectively, were recorded related to rent concessions and tenant improvement allowances for restructuring. The Company wrote off $0.7 million and $0.6 million of fixed assets in its Chicago and Brussels leased office space, respectively (See Note 9, Property and Equipment, net). During 2023, the Company terminated its Brussels warehouse lease, effective July 31, 2024, and incurred settlement costs associated with the lease termination.

•Product and services optimization costs – includes costs to discontinue products and services that are no longer advancing the Company's operating model. The Company made the decision to stop any incremental development investments supporting its previously acquired blockchain technology, and related commercial efforts. As a result, the Company wrote-off the related acquired technology and previously capitalized software. The Company recorded a $0.8 million write-off of intangible assets in "Services and other costs of goods sold" on the consolidated statements of operations for the year ended December 31, 2024 (see Note 8, Intangible Assets, net). For capitalized software, the Company recorded a write-off of $1.0 million of property and equipment, net, of which $0.7 million was recognized in "Services and other costs of goods sold" on the consolidated statements of operations for the year ended December 31, 2024 (see Note 9, Property and Equipment, net). The remaining write-off amount of $0.3 million was recognized in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2024. During 2023, the Company made the decision to discontinue investments in its Digipass CX product and incurred $1.5 million of write-offs for capitalized software. The charges are recorded in "Restructuring and other related charges" on the consolidated statement of operations for the year ended December 31, 2024 (see Note 9, Property and Equipment, net).

•Vendor rationalization costs – includes costs for contractually committed services the Company is no longer utilizing. For the years ended December 31, 2024 and 2023, these costs totaled $0.2 million and $1.2 million, and are included in "Restructuring and other related charges" on the consolidated statements of operations.

•Impairment of intangibles – include impaired Dealflo customer relationships where the carrying value exceeded the fair value for the year ended December 31, 2022. The Company recorded a $3.8 million impairment charge on the entire remaining value of the asset during the year ended December 31, 2022. The charge is included in “Restructuring and other related charges” on the consolidated statement of operations and is included in "Operating income" of the Security Solutions reportable operating segment (See Note 8, Intangible Assets, net).

The table below sets forth the changes in the carrying amount of the restructuring charge liability for the years ended December 31, 2023 and 2024.


(In thousands)	Employee Costs		Real Estate Rationalization		Total
Balance as of January 1, 2023	$	3,596	$	—	$	3,596
Additions	11,703		1,885		13,588
Payments	(12,169)		—		(12,169)
Balance as of December 31, 2023	3,130		1,885		5,015
Additions	3,937		227		4,164
Payments	(5,810)		(1,587)		(7,397)
Balance as of December 31, 2024	$	1,257	$	525	$	1,782

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Employer match, contributions	$ 0.2	$ 0.6	$ 0.5
Accumulated benefit obligation	15.6	$ 17.8
Expected employer contributions over the next twelve months	$ 0.6

Income Taxes - Valuation allowances, uncertain tax positions and accrued interest and penalties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Change in reserve for uncertain tax benefits
Reserve at beginning of year	$ 0	$ 0	$ 512
Increases related to prior year tax positions	0	0	0
Decreases related to prior year tax positions	0	0	(512)
Settlement	0	0	0
Total	$ 0	$ 0	$ 0

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Reconciliation of segment information to the totals reported in the accompanying consolidated financial statements


			Year Ended December 31, 2024
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	182,187	$	60,992	$	—	$	243,179
Cost of goods sold	49,319		19,281		3		68,603
Gross profit (1)	132,868		41,711		(3)		174,576

Gross margin	73%		68%		*		72%

Sales and marketing	24,684		15,658		4,204		44,546
Research and development	16,132		16,117		174		32,423
Other segment items (2)(4)	1,990		4,321		46,491		52,802
Operating income (loss) (3)(5)	90,062		5,615		(50,872)		44,805

Interest income, net							1,807
Other income (expense), net							(125)
Income (loss) before income taxes							$	46,487


			Year Ended December 31, 2023
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	184,181	$	50,925	$	—	$	235,106
Cost of goods sold	64,207		13,183		1		77,391
Gross profit	119,974		37,742		(1)		157,715

Gross margin	65%		74%		*		67%

Sales and marketing	35,356		31,566		3,313		70,235
Research and development	18,894		18,687		839		38,420
Other segment items (2)(4)	5,534		6,014		66,383		77,931
Operating (loss) income (3)(5)	60,190		(18,525)		(70,536)		(28,871)

Interest income, net							2,090
Other income (expense), net							(532)
Income (loss) before income taxes							$	(27,313)


			Year Ended December 31, 2022
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	170,605	$	48,401	$	—	$	219,006
Cost of goods sold	59,523		10,913		—		70,436
Gross profit	111,082		37,488		—		148,570

Gross margin	65%		77%		*		68%

Sales and marketing	42,135		16,305		2,509		60,949
Research and development	26,128		11,720		3,887		41,735
Other segment items (2)(4)	10,768		4,115		58,118		73,001
Operating income (loss) (3)(5)	32,051		5,348		(64,514)		(27,115)

Interest income, net							595
Other income (expense), net							14,827
Income (loss) before income taxes							$	(11,693)

* Percentage not meaningful

(3) Security Solutions operating income includes $0.9 million, $0, and $1.7 million of total amortization and depreciation expense for the years ended December 31, 2024, 2023, and 2022, respectively.

Information regarding geographic areas


			Years Ended December 31,
	2024				2023				2022
(In thousands)	Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements
Subscription	$	80,555	$	58,848	$	60,550	$	45,886	$	47,124	$	42,029
Maintenance and support	38,342		1,736		42,240		4,143		42,894		5,451
Professional services and other (1)	4,439		408		5,425		896		7,087		921
Hardware products	58,851		—		75,966		—		73,500		—
Total Revenue	$	182,187	$	60,992	$	184,181	$	50,925	$	170,605	$	48,401


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2024
Revenue	$	108,555	$	86,803	$	47,821	$	243,179
Long-lived assets	$	7,479	$	20,699	$	512	$	28,690

2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

Income Taxes - Income (loss) from continuing operations before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S.	$ 41,309	$ (13,526)	$ (9,569)
Non-U.S.	5,178	(13,787)	(2,124)
Income (loss) before income taxes	$ 46,487	$ (27,313)	$ (11,693)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Intangible Assets, Net (Excluding Goodwill) [Abstract]

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2024
Statement of Stockholders' Equity [Abstract]
Dividends declared (in dollars per share)	$ 0.12	$ 0.12

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2024 USD ($)
Rent expense and inventory purchase commitments
Liabilities accrued	$ 0.5
Other software agreements
Rent expense and inventory purchase commitments
Purchase obligations will be used in the next one to three years	$ 5.0
Other software agreements \| Minimum
Rent expense and inventory purchase commitments
Long-term purchase commitment, period	1 year
Other software agreements \| Maximum
Rent expense and inventory purchase commitments
Long-term purchase commitment, period	3 years

Leases - Supplemental consolidated balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases
Operating lease right-of-use assets	$ 7,725	$ 6,171
Liabilities
Current operating lease liabilities	$ 2,351	$ 2,027
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other accrued expenses	Other accrued expenses
Operating lease liabilities	$ 6,932	$ 6,110
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating Lease, Liability, Noncurrent Including Accrued Early Termination Fee	Operating Lease, Liability, Noncurrent Including Accrued Early Termination Fee
Accrued lease termination fees	$ 0	$ 714
Total lease liabilities	$ 9,283	$ 8,851

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2024
Accounting Policies [Abstract]
Description of the Company	Description of the Company OneSpan delivers cutting-edge solutions in two key areas: advanced secure authentication, which is provided through its Security Solutions business unit, and digital agreements, which is provided through its Digital Agreements business unit. The Company's secure authentication solutions protect devices, users, and applications with robust multi-factor and passwordless authentication and other fraud prevention technologies. Its digital agreements solutions combine identity verification, electronic signatures, and digital workflows to streamline agreements, enhance compliance, and accelerate business processes. OneSpan empowers organizations to automate and secure both customer-facing and revenue-generating processes, supporting a wide range of use cases—from simple transactions to complex workflows requiring elevated security. 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.).
Basis of Presentation	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”).
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of OneSpan Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly assesses its estimates. Estimates are based on historical experience and on various other market-specific and relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.
Foreign Currency Translation and Transactions	Foreign Currency Translation and TransactionsThe financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. dollars using current exchange rates as of the balance sheet date. 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.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are high-quality short-term money market instruments and commercial paper with maturities at acquisition of three months or less. Cash and cash equivalents are held by a number of U.S. and non-U.S. commercial banks and money market investment funds. The Company is party to lease agreements that require letters of credit to secure the obligations and is also required to maintain a cash guarantee with a payroll vendor, which totaled $0.2 million and $0.5 million at December 31, 2024 and 2023, respectively. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the consolidated balance sheets.
Credit Losses	Credit Losses Reasonable assurance of collection is a requirement for revenue recognition. Credit limit adjustments for existing customers may result from the periodic review of outstanding accounts receivable. The Company records trade accounts receivable at invoice values, which are generally equal to fair value. In accordance with accounting standards update ("ASU") No. 2016-13, the Company evaluates its allowance based on expected losses rather than incurred losses, which is known as the current expected credit loss (“CECL”) model. The allowance is determined using the loss rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments At December 31, 2024 and 2023, the Company's financial instruments were cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities. 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.
Inventories	Inventories, net Inventories, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (FIFO) method. The Company writes down inventory when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the 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. If the sales volume or sales price of a specific model declines significantly, additional write downs may be required.
Property and Equipment, net	Property and Equipment, net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets ranging from three to ten years. Leasehold improvements are depreciated over the lesser of the remaining lease term or ten years. Additions and improvements are capitalized, while expenditures for maintenance and repairs are charged to operations as incurred. Gains or losses resulting from sales or retirements are recorded as incurred, at which time related costs and accumulated depreciation are removed from the accounts.
Leases	Leases The Company determines if an arrangement is a lease at inception. All of the Company's leases are classified as operating leases. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating lease ROU assets are comprised of the lease liability plus prepaid rents and are reduced by lease incentives. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. Under Topic ASC 842, Leases, the Company made an accounting policy election to not recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Certain lease agreements contain lease and non-lease components. For automobile leases, lease and non-lease components are accounted for together, and for office leases, the components are accounted for separately using a relative standalone selling basis. The Company applies the portfolio approach to automobile leases with similar characteristics that commence in the same period. The majority of the Company’s leases do not provide an implicit rate of return. As a result, the Company uses its imputed collateralized rate based on the information available at the commencement date in determining the present value of lease payments. Certain lease agreements include payments adjusted periodically for inflation based on the consumer price index. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Goodwill	Goodwill Goodwill represents the excess of purchase price over the fair value of net identifiable assets acquired in a business combination. The Company assesses the impairment of goodwill annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The annual impairment test date is October 1. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting unit against the planned results. Additionally, the reporting unit’s fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and reporting unit specific events. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgments. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the estimated fair value of the reporting unit is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.
Long-Lived and Intangible Assets	Long-Lived and Intangible Assets, net Finite-lived intangible assets include proprietary technology, customer relationships, and other intangible assets. Intangible assets, other than certain patents and trademarks with indefinite lives, are amortized over the useful life, which range from three to seven years for proprietary technology, five to twelve years for customer relationships, and ten to twenty years for patents and trademarks. Intangible assets arising from business combinations, such as acquired technology, customer relationships, and other intangible assets, are originally recorded at fair value. Long-lived assets, including property, plant and equipment, operating lease right-of-use assets, finite-lived intangible assets being amortized and capitalized software costs for internal use, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset group may not be recoverable. An impairment loss shall be recognized if the carrying amount of a long-lived asset group exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset group exceeds its fair value. Long-lived assets held for sale are reported at the lower of carrying value or fair value less cost to sell.
Equity Method Investment	Equity Method Investment On January 31, 2022, the Company sold its equity interest in Promon AS (Promon) for $18.9 million and recorded the gain on sale of $14.8 million in “Other income (expense), net”, on the consolidated statements of operations for the year ended December 31, 2022. Promon is a technology company headquartered in Norway that specializes in mobile app security, whose solutions focus largely on Runtime Application Self-Protection (RASP). Prior to January 31, 2022, the Company held a 17% interest in Promon and applied the equity method of accounting to its investment in Promon because it exercised significant influence on, but did not hold a controlling interest in, the investee. Under the equity method of accounting, the Company’s proportionate share of the net earnings (losses) of Promon was reported in “Other income (expense), net”, on the consolidated statements of operations. The impact of the proportionate share of net earnings (losses) was immaterial for the year ended December 31, 2022, as were the relative size of Promon’s assets and operations in relation to the Company’s. The Company intends to continue to purchase and integrate Promon’s RASP technology into its customer software solutions.
Share Repurchase Program	Share Repurchase Program On May 9, 2024, the Board of Directors terminated the stock repurchase program adopted on May 11, 2022 and adopted a new stock repurchase program under which the Company is authorized to repurchase up to $50.0 million of its issued and outstanding shares of common stock. Share purchases under the program will take place in open market transactions, privately negotiated transactions or tender offers, and may be made from time to time depending on market conditions, share price, trading volume, and other factors. The timing of the repurchases and the amount of stock repurchased in each transaction is subject to OneSpan’s sole discretion and will depend upon market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization is effective until May 9, 2026 unless the total amount has been used or authorization has been cancelled. The Company did not repurchase any shares for the year ended December 31, 2024. As of December 31, 2024, approximately $50.0 million remained available for potential future repurchases under the repurchase program. In December 2023 and under the previous stock repurchase program, the Company repurchased 2,380,834 shares of its issued and outstanding common stock pursuant to a modified “Dutch auction” tender offer (the "Tender Offer"). The purchase price paid for these shares was $10.50, or an aggregate cost of approximately $25.0 million, excluding fees and expenses related to the Tender Offer. 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 repurchase program.
Revenue Recognition	Revenue Recognition The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. 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. Revenues are recognized when control of the promised goods or services is transferred to the Company's 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. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. 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. Nature of Goods and Services The Company derives its revenues primarily from product and license revenue, which includes hardware products and on-premises subscription revenue, and services and other, which is inclusive of cloud subscription revenue, maintenance and support, and professional services. Subscription: Subscription includes cloud and on-premises subscription revenue. 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. Customer payments are normally in advance for annual service. Revenue from the sale of on-premises subscription revenue is recorded upon delivery which is the latter of when the customer receives the ability to access the software or when they are legally allowed to use the software. No significant obligations or contingencies exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. The Company offers term licenses for on-premises subscription revenue ranging from one to five years in length. For term licenses, payments are either on installment or in advance. In limited circumstances, the Company integrates third-party software solutions into its software products. The Company has determined that, consistent with its conclusion under prior revenue recognition rules, the Company acts as the principal with respect to the satisfaction of the related performance obligation and records the corresponding revenue on a gross basis from these transactions. For transactions in which the Company does not act as the principal, the Company recognizes revenue on a net basis. The fees owed to the third parties are recognized as a component of cost of goods sold when the revenue is recognized. Maintenance and support: Maintenance and support agreements generally call for the Company 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. Professional services and other revenue: Professional services revenues are primarily comprised of implementing, automating and extending business processes, technology infrastructure, and software applications. Professional services revenues are recognized over time as services are rendered, usually over a period of time that is generally less than 12 months, most of which, are derived from projects performed on a fixed fee. 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. Professional services and other includes perpetual software licenses revenue, which was immaterial and approximately 1% and 2% of total revenue for the years ended December 31, 2024, 2023, and 2022, respectively. Perpetual licenses grant the customer unlimited access to the software. Hardware products: Revenue from the sale of security hardware is recorded upon shipment, which is the point at which control of the goods are transferred and the performance obligations are completed, unless there are specific terms that would suggest control is transferred at a later date (e.g. delivery). No significant obligations or contingencies typically exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. Customer invoices and subsequent payments normally correspond with delivery. The Company also enters into separate service agreements with certain hardware customers to perform distribution services. In these situations, revenue is recognized prior to physical delivery of a good (i.e. “bill-and-hold arrangements). The Company evaluates bill-and-hold arrangement, and records revenue accordingly when the following criteria is met: •The reason for the bill-and-hold arrangement is substantive; •The product is identified separately as belonging to the customer; •The product currently is ready for physical transfer to the customer; •The Company does not have the ability to use the product or to direct it to another customer. Multiple-Element Arrangements In the Company's typical multiple-element arrangement, the primary deliverables include: 1.A client component (i.e. an item that is used by the person being authenticated in the form of either a new standalone hardware device or software that is downloaded onto a device that the customer already owns); 2.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.Post contract support ("PCS") in the form of maintenance on the server system software or support. The Company's multiple-element arrangements may also include other items that are usually delivered prior to the recognition of any revenue and are incidental to the overall transaction such as initialization of the hardware device, customization of the hardware device itself or the packaging in which it is delivered, deployment services where the Company delivers the device to its customer’s end-use customer or employee and, in some limited cases, professional services to assist with the initial implementation of a new customer. 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 determine SSP for maintenance and support and professional services based on observable inputs; specifically, the range of prices charged to customers to renew annual maintenance and support contracts and the range of hourly rates we charge customers in standalone professional services contracts. In instances where SSP is not directly observable, and when we sell at a highly variable price range, such as for transactions involving cloud and on-premise subscription-based licenses or hardware, we determine the SSP for those performance obligations using the residual approach. 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. 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 hardware client device and licenses to server software are sold in a contract, they are treated as a single performance obligation because the software license is deemed to be a component of the hardware that is integral to the functionality of the hardware that is used by customers for identity authentication. 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. Contracts to deliver subscription services typically do not include multiple performance obligations; however, in certain limited cases customers may purchase professional services that are distinct performance obligations.
Cost of Goods Sold	Cost of Goods Sold Cost of goods sold related to product and license include direct product costs and direct costs, including personnel costs, production costs, and freight costs. Cost of goods sold related to service and other revenues are primarily costs related to cloud subscription solutions, including personnel, equipment costs, and capitalized software costs and internal professional services and maintenance support.
Sales and Marketing	Sales and Marketing 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. The Company's solutions are sold worldwide through a direct sales force as well as through distributors, resellers, systems integrators, and original equipment manufacturers.
Research and Development Costs	Research and Development Costs As part of its strategic plan in effect during 2022 and the first half of 2023, the Company began investing in its Digital Agreements operating segment for accelerated growth. In conjunction with expanded research and development activities to grow the Company’s transaction cloud platform and Digital Agreements product offerings, the Company began capitalizing certain costs incurred in connection with obtaining or developing internal-use software during the year ended December 31, 2022. These costs include payroll and payroll-related costs for employees who are directly associated with the internal-use software projects, external direct costs of materials and services costs while developing the software. Capitalized software costs are included in “Property and equipment, net” on the consolidated balance sheets and are depreciated using the straight-line method over the estimated life of three years. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during the preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. Other costs for research and development, principally the design and development of hardware, and the design and development of software prior to the determination of technological feasibility, are expensed as incurred on a project-by-project basis. The Company capitalized $8.3 million and $10.1 million of internal-use software during the years ended December 31, 2024 and 2023, respectively.
Stock-Based Compensation	Share-Based Compensation The Company has share-based employee compensation plans, described in Note 14, Share Compensation Plans. ASC 718, Stock Compensation, requires the Company to estimate the fair value of restricted stock granted to employees, directors and others to record compensation expense equal to the estimated fair value. Compensation expense is recorded on a straight-line basis over the vesting period for time-based awards and performance and market-based awards with cliff vesting provisions and on a graded basis for performance and market-based awards with graded vesting provisions. Forfeitures are recorded as incurred.
Retirement Benefits	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. The effects of gains, losses, and prior service costs and credits are amortized over the average service life. The funded status, or projected benefit obligation less plan assets, for each plan, is reflected in the consolidated financial statements using a December 31 measurement date.
Other Income (Expense), net	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.
Income Taxes	Income Taxes The Company calculates and provides for income taxes in each tax jurisdiction in which it operates. The provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. 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. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax bases of the Company's assets and liabilities and for operating losses and tax credit carryforwards. 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. The Company recognizes 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. The Company recognizes tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company's income tax returns that do not meet these recognition and measurement standards. Assumptions, judgments, and the use of estimates are required in determining whether the “more-likely-than-not” standard has been met when developing the provision for income taxes. The Company recognizes the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. The Company has recognized deferred income taxes for local country income and withholding taxes that could be incurred on distributions of non-U.S. earnings because management does not plan to indefinitely reinvest such earnings. The Company monitors for changes in tax laws and reflect the impacts of tax law changes in the period of enactment.
Recently Issued Accounting Pronouncements	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. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the standard of as of December 31, 2024 and adoption of the guidance did not have a material impact on its consolidated financial statements and related disclosures. 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 Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220) – Disaggregation of Income Statement Expenses, to improve financial reporting by requiring disclosures in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.
Segment Information	Segment Information 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. 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 attributable to a particular segment. The accounting policies of both reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies.
Fair Value Measurements	Fair Value Measurements The fair values of cash equivalents, accounts receivables, and accounts payable approximate their carrying amounts due to their short duration. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing base upon its own market assumptions. The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies, as defined in ASC 820, Fair Value Measurements. The fair value hierarchy consists of the following three levels: •Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. •Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived primarily from or corroborated by observable market data. •Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Intangible Assets, net

12 Months Ended

Dec. 31, 2024

Intangible Assets, net

Intangible assets, net as of December 31, 2024 and 2023 consist of the following:


		December 31,
		2024				2023
(In thousands)	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Acquired technology	3 to 7	$	41,658	$	41,658	$	43,869	$	42,712
Customer relationships	5 to 12	34,653		28,091		34,773		25,960
Patents and trademarks	10 to 20	13,356		12,437		13,103		12,241
Total		$	89,667	$	82,186	$	91,745	$	80,913

Amortization expense was $2.6 million, $2.8 million, and $4.1 million for the years ended December 31, 2024, 2023, and 2022, respectively. 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.

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). This asset contributed no revenue as it was still in its investment stage. As a result, the Company wrote-off $0.8 million associated with the remaining unamortized value of this intangible asset in "Services and other cost of goods sold" on the consolidated statement of operations for the year ended December 31, 2024.

During the year ended December 31, 2022, the Company performed an impairment review of the customer relationships intangible assets obtained in its 2018 acquisition of Dealflo Limited (“Dealflo”). The impairment review was triggered by the Company’s July 2022 notification to customers regarding its intent to gradually sunset its Dealflo solution in the months leading up to December 31, 2023. As a result, substantially all Dealflo solution customer contracts terminated on or before December 31, 2023. The results of the impairment review indicated that the carrying value of the Dealflo customer relationships exceeded the fair value, and the Company recorded a $3.8 million impairment charge on the entire remaining value of the asset during the year ended December 31, 2022. The charge is included in “Restructuring and

other related charges” on the consolidated statements of operations and is included in "Operating income" of the Security Solutions reportable operating segment.

There were no additional write-offs or impairments of intangible assets recorded during the years ended December 31, 2024, 2023, and 2022.

The estimated future amortization expense of intangible assets as of December 31, 2024, is as follows:


2025	$	2,333
2026	2,340
2027	2,122
2028	49
2029	40
Thereafter	214
Subject to amortization	7,098
Trademarks	383
Total intangible assets	$	7,481

Property and Equipment, net

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, net

The following table presents the major classes of property and equipment, net, as of December 31, 2024 and 2023:


		December 31,
(In thousands)	Useful Life (in years)	2024		2023
Office equipment and software	3-5	$	8,658	$	8,574
Leasehold improvements	10	7,639		7,459
Furniture and fixtures	5	3,519		3,658
Capitalized software	3	19,298		12,560
Total		39,114		32,251
Accumulated depreciation		(18,148)		(13,529)
Property and equipment, net		$	20,966	$	18,722

Depreciation expense was $5.8 million, $3.7 million, and $2.9 million for the years ended December 31, 2024, 2023, and 2022, respectively. Depreciation expense includes cost of sales depreciation expense directly related to delivering cloud subscription revenue of $3.1 million, $1.1 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.

In connection with the continued execution of cost reductions, the Company decided to stop any incremental development investments supporting its previous acquired blockchain technology and related commercial efforts. 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). The total write-off amounted to $1.0 million within property and equipment, net, of which $0.7 million was recognized in "Services and other cost of goods sold" on the consolidated statement of operations for the year ended December 31, 2024. The remaining write-off amount of $0.3 million was recognized in "Restructuring and other related charges" on the consolidated statement of operations for the year ended December 31, 2024.

As part of the Company's decision to discontinue investment in its Digipass CX product (see Note 19, Restructuring and Other Related Charges), write-offs of $1.5 million for capitalized software were recorded in "Restructuring and other related charges" on the consolidated statement of operations for the year ended December 31, 2023.

In conjunction with the Company's Chicago office lease abandonment (see Note 19, Restructuring and Other Related Charges), write-offs of $0.6 million for leasehold improvements and $0.1 million for office equipment and software were recorded in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023.

Due to the Company's former Brussels office lease termination (see Note 19, Restructuring and Other Related Charges), $0.6 million of leasehold improvements were written off and recorded in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023.

Business Acquisitions - Schedule of business acquisitions, by acquisition (Details) - USD ($) $ in Thousands	Feb. 22, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Asset Acquisition [Line Items]
Goodwill		$ 92,365	$ 93,684	$ 90,514
Digital Agreements
Asset Acquisition [Line Items]
Goodwill		$ 20,605	$ 20,893	$ 19,732
ProvenDB
Asset Acquisition [Line Items]
Consideration	$ 2,000
ProvenDB \| Digital Agreements
Asset Acquisition [Line Items]
Acquired technology	1,447
Accrued wages and payroll taxes	(47)
Goodwill	600
Total net assets acquired	2,000
Consideration	$ 2,000

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Restructuring and Related Activities [Abstract]

Revenue - Costs of obtaining a contract (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Capitalized costs to obtain contracts, current	$ 4,478	$ 3,503
Capitalized costs to obtain contracts, non-current	12,431	10,766
Amortization of capitalized costs to obtain contracts	$ 4,007	$ 3,122

Business Acquisitions - Narrative (Details) - ProvenDB - USD ($) $ in Millions		1 Months Ended
	Feb. 22, 2023	Feb. 29, 2024
Asset Acquisition [Line Items]
Total consideration	$ 2.0
Cash payments for acquisition	1.8	$ 0.2
Aggregate amount held for net working capital adjustments	$ 0.2

Employee Benefit Plans - Change in benefit obligation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Change in benefit obligations
Benefit obligations, beginning balance	$ 19,014	$ 17,715
Gross service cost	682	879	$ 1,107
Interest cost	476	560	138
Employee contributions	248	406
Actuarial (gains)/losses	(266)	313
Benefits (paid), net of transfers	(2,063)	(1,487)
Curtailments & settlements	(578)	(285)
Foreign exchange adjustment	(1,180)	913
Benefit obligations, ending balance	$ 16,333	$ 19,014	$ 17,715

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

The Company leases certain real estate and automobiles, which are classified as operating leases. The real estate leases have remaining lease terms of two to nine years. Automobile leases have a remaining lease term of one to five years.

Some of the Company's leases include options to renew, with renewal terms that can extend the lease from one to five years. The exercise of a lease renewal option typically occurs at the discretion of both parties. Certain leases include options to purchase the leased property at fair value. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease termination until it is reasonably certain that the Company will exercise that option.

Operating lease cost details for the years ended December 31, 2024, 2023, and 2022 are as follows:


	Years Ended December 31,
(In thousands)	2024		2023		2022
Building rent	$	1,153	$	1,638	$	2,117
Automobile rentals	1,349		1,132		1,180
Total net operating lease costs	$	2,502	$	2,770	$	3,297

Short-term lease costs and variable lease costs recognized during the years ended December 31, 2024, 2023, and 2022 are immaterial.

Supplemental consolidated balance sheet information related to operating leases as of December 31, 2024 and 2023 is as follows:


	December 31,
(In thousands)	2024		2023
Leases
Assets	$	7,725	$	6,171
Operating lease right-of-use assets	$	7,725	$	6,171

Liabilities
Current
Operating lease liabilities	$	2,351	$	2,027


Non-current
Operating lease liabilities	6,932		6,110
Accrued lease termination fees	—		714
Total lease liabilities	$	9,283	$	8,851

As of December 31, 2024 and 2023, the weighted average remaining lease term for operating leases is 5.2 years and 5.3 years, respectively, and the weighted-average discount rate for operating leases is 6% and 5% respectively.

Supplemental consolidated cash flow information related to leases is as follows:


	Years Ended December 31,
(In thousands)	2024		2023		2022
Supplemental cash flow and other information related to leases:

Operating cash payments from operating leases	$	2,455	$	2,836	$	3,346

ROU assets obtained in exchange for new operating lease liabilities	$	3,462	$	2,650	$	1,172

In October 2023, the Company signed a lease agreement to lease new office space in Brussels. 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 Company accrued a $1.4 million early lease termination fee, which is reflected in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023. The underlying lease right-of-use asset and lease liability for the Chicago leased office space were written off, and a $0.3 million gain related to rent concessions and tenant improvement allowances was recorded in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023. 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. The Company accrued a $0.3 million early lease termination fee, which is reflected in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023. The underlying lease right-of-use asset and lease liability for the Brussels leased office space were written off, and a $0.1 million loss related to rent concessions and tenant improvement allowances was recorded in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023.

Maturities of the Company's operating leases as of December 31, 2024 are as follows:



(In thousands)
2025	$	2,732
2026	2,201
2027	1,821
2028	1,719
2029	942
Thereafter	1,293
Less: imputed interest	(1,425)

Total lease liabilities	$	9,283

Inventories, net

12 Months Ended

Dec. 31, 2024

Inventory Disclosure [Abstract]

Inventories, net

Inventories, net, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the FIFO method.

Inventories, net, are comprised of the following as of December 31, 2024 and 2023:


	December 31,
(In thousands)	2024		2023
Component parts (1)	$	4,385	$	8,511
Work-in-process and finished goods	6,407		7,042
Total	$	10,792	$	15,553

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2024	Jun. 30, 2024	Sep. 30, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term	5 years 3 months 18 days	5 years 2 months 12 days
Weighted-average discount rate	5.00%	6.00%
Contract termination fees	$ 5,015	$ 1,782			$ 3,596
Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees	1,885	$ 525			$ 0
Brussels Office
Lessee, Lease, Description [Line Items]
Term of contract			9 years
Brussels Office \| Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees				$ 300
Gain (loss) on rent concession and tenant improvement allowances	(100)
Chicago Office \| Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees	1,400
Gain (loss) on rent concession and tenant improvement allowances	$ 300
Minimum
Lessee, Lease, Description [Line Items]
Renewal terms to extend the lease		1 year
Maximum
Lessee, Lease, Description [Line Items]
Renewal terms to extend the lease		5 years
Real Estate \| Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms		2 years
Real Estate \| Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms		9 years
Automobiles \| Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms		1 year
Automobiles \| Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms		5 years

Restructuring and Other Related Charges (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of restructuring charge liability

The table below sets forth the changes in the carrying amount of the restructuring charge liability for the years ended December 31, 2023 and 2024.


(In thousands)	Employee Costs		Real Estate Rationalization		Total
Balance as of January 1, 2023	$	3,596	$	—	$	3,596
Additions	11,703		1,885		13,588
Payments	(12,169)		—		(12,169)
Balance as of December 31, 2023	3,130		1,885		5,015
Additions	3,937		227		4,164
Payments	(5,810)		(1,587)		(7,397)
Balance as of December 31, 2024	$	1,257	$	525	$	1,782

Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment
Depreciation expense	$ 5,800	$ 3,700	$ 2,900
Write-off of property and equipment, net	1,081	3,183	3,828
Chicago Office
Property and Equipment
Write-off of property and equipment, net		700
Brussels Office
Property and Equipment
Write-off of property and equipment, net		600
Services and Other Cost of Goods Sold
Property and Equipment
Write-off of property and equipment, net	700
Restructuring Charges
Property and Equipment
Write-off of property and equipment, net	300
Cloud Subscription Agreements
Property and Equipment
Depreciation expense directly related to generating revenue	3,100	1,100	$ 0
Property, Plant and Equipment
Property and Equipment
Write-off of property and equipment, net	$ 1,000
Capitalized software
Property and Equipment
Write-off of property and equipment, net		1,500
Leasehold improvements \| Chicago Office
Property and Equipment
Write-off of property and equipment, net		600
Leasehold improvements \| Brussels Office
Property and Equipment
Write-off of property and equipment, net		600
Office equipment and software \| Chicago Office
Property and Equipment
Write-off of property and equipment, net		$ 100

Summary of Significant Accounting Policies - Property and Equipment, net (Details)	Dec. 31, 2024	Dec. 31, 2023
Leasehold improvements
Property and Equipment
Useful life (in years)	10 years	10 years
Minimum
Property and Equipment
Useful life (in years)	3 years
Maximum
Property and Equipment
Useful life (in years)	10 years

Revenue

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenues

The following tables present the Company's revenues disaggregated by major products and services, geographical region and timing of revenue recognition.

Revenue by major products and services


	Years Ended December 31,
(In thousands)	2024		2023		2022
Subscription	$	139,403	$	106,436	$	89,153
Maintenance and support	40,078		46,383		48,345
Professional services and other (1)	4,847		6,321		8,008
Hardware products	58,851		75,966		73,500
Total Revenue	$	243,179	$	235,106	$	219,006

Revenue by location of customer for the years ended December 31, 2024, 2023, and 2022


	Years Ended December 31,
(In thousands, except percentages)	2024			2023			2022
Revenue
EMEA	$	108,555		$	111,568		$	100,298
Americas	86,803			80,057			77,740
APAC	47,821			43,481			40,968
Total revenue	$	243,179		$	235,106		$	219,006

% of Total Revenue
EMEA	44		%	47		%	46		%
Americas	36		%	34		%	35		%
APAC	20		%	19		%	19		%

Timing of revenue recognition


	Years Ended December 31,
(In thousands)	2024		2023		2022
Products and Licenses transferred at a point in time	$	132,109	$	130,848	$	121,426
Services transferred over time	111,070		104,258		97,580
Total Revenue	$	243,179	$	235,106	$	219,006

Contract balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of December 31, 2024 and 2023:


(In thousands)	December 31,
(In thousands)	2024		2023
Receivables, inclusive of trade and unbilled	$	56,229	$	64,387
Contract Assets (current and non-current)	$	10,686	$	5,322
Contract Liabilities (deferred revenue current and non-current)	$	70,855	$	73,483

Contract assets relate primarily to multi-year term license arrangements and the remaining contractual billings. 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.

As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component when it is expected, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. Extended payment terms are not typically included in contracts with customers.

Revenue recognized during the year ended December 31, 2024 included $66.1 million that was included on the December 31, 2023 consolidated balance sheet in contract liabilities. Deferred revenue increased in the same period due to timing of annual renewals.

Transaction price allocated to the remaining performance obligations

Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2024:


(In thousands)	2025		2026		2027		Beyond 2027		Total
Future revenue related to current unsatisfied performance obligations	$	60,203	$	30,108	$	10,102	$	3,037	$	103,450

The Company applies practical expedients and does not disclose information about remaining performance obligations (a) that have original expected durations of one year or less, or (b) where revenue is recognized as invoiced.

Costs of obtaining a contract

The Company incurs incremental costs related to commissions, which can be directly tied to obtaining a contract. The Company capitalizes commissions associated with certain new contracts and amortizes the costs over a period of up to seven years, which is the determined benefit period based on the estimated customer relationship period or customer benefit period. The Company determined the period of benefit by taking into consideration the customer contracts, its technology and other factors, including customer attrition. Commissions are earned upon invoicing to the customer. For contracts with multiple year payment terms, because the commissions that are payable after year 1 are payable based on continued employment, they are expensed when incurred. 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. These costs are included in the “Sales and marketing” caption in the consolidated statements of operations.

The following tables provide information related to the capitalized costs and amortization recognized in the current and prior period within "Other current assets" and "Other assets" on the consolidated balance sheets:


	December 31,
(In thousands)	2024		2023
Capitalized costs to obtain contracts, current	$	4,478	$	3,503
Capitalized costs to obtain contracts, non-current	$	12,431	$	10,766


(In thousands)	Years Ended December 31,
	2024		2023
Amortization of capitalized costs to obtain contracts	$	4,007	$	3,122

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Paragraph 12
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
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-URI https://asc.fasb.org/606/tableOfContent

Revenue - Disaggregation of revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue
Revenue	$ 243,179	$ 235,106	$ 219,006
Products and Licenses transferred at a point in time
Revenue
Revenue	132,109	130,848	121,426
Services transferred over time
Revenue
Revenue	111,070	104,258	97,580
EMEA
Revenue
Revenue	$ 108,555	$ 111,568	$ 100,298
EMEA \| Revenue Benchmark \| Geographic Concentration Risk
Revenue
Percent of total	44.00%	47.00%	46.00%
Americas
Revenue
Revenue	$ 86,803	$ 80,057	$ 77,740
Americas \| Revenue Benchmark \| Geographic Concentration Risk
Revenue
Percent of total	36.00%	34.00%	35.00%
APAC
Revenue
Revenue	$ 47,821	$ 43,481	$ 40,968
APAC \| Revenue Benchmark \| Geographic Concentration Risk
Revenue
Percent of total	20.00%	19.00%	19.00%
Subscription
Revenue
Revenue	$ 139,403	$ 106,436	$ 89,153
Maintenance and support
Revenue
Revenue	40,078	46,383	48,345
Professional services and other
Revenue
Revenue	$ 4,847	$ 6,321	$ 8,008
Patents and trademarks \| Revenue from Contract with Customer, Product and Service Benchmark \| Product Concentration Risk
Revenue
Percent of total	0.00%	1.00%	2.00%
Hardware products
Revenue
Revenue	$ 58,851	$ 75,966	$ 73,500

Employee Benefit Plans - Net unfunded status (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Fair value of plan assets	$ 14,500	$ 16,460	$ 15,415
Projected benefit obligation	(16,333)	(19,014)	$ (17,715)
Net unfunded benefit obligation	$ (1,833)	$ (2,554)

Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2024

Retirement Benefits [Abstract]

Employee Benefit Plans

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, 2024, 2023, and 2022, the Company expensed contributions of $0.2 million, $0.6 million, and $0.5 million, respectively.

Non-U.S. Plans

The Company is subject to national mandatory pension systems and other compulsory plans, or makes contributions to social pension funds based on local regulations. When the Company's obligation is limited to the payment of the contribution into these plans or funds, the recognition of such liabilities is not required.

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. The pension plan guarantees the amount accrued on the members’ savings accounts, as well as a minimum interest on those savings accounts. The plan assets are held in guaranteed investment contracts.

The Company also maintains a pension plan for Belgian employees, in compliance with Belgian law. Contributions to Belgium plans are paid by the employees and the employer. Certain features of the plans require them to be categorized as defined benefit plans under ASC 715 due to Belgian social legislation, which prescribes a minimum annual return of 1.8% on employer contributions and 1.8% for employee contributions. The plan assets are held in guaranteed investment contracts.

The Company also includes a liability related to obligations to provide retirement benefits to employees who retire from the Company’s French subsidiary, as required by law. Per French regulations, each employee is entitled to a lump sum payment upon retirement based on years of service and salary at retirement. Benefit rights vest upon the statutory retirement age of 62. The obligation recorded represents the present value of amounts the Company expects to pay.

Components of net periodic pension cost included in earnings:


	Years Ended December 31,
(In thousands)	2024		2023		2022
Service cost (gross)	$	682	$	879	$	1,107
Interest cost	476		560		138
Expected return on plan assets	(336)		(358)		(288)
Amortization of unrecognized actuarial gain	(148)		(265)		(90)
Net periodic pension cost	$	674	$	816	$	867

The net unfunded status of the Non-U.S. pension plans as of December 31, 2024 and 2023, is as follows:


	December 31,
(In thousands)	2024		2023
Fair value of plan assets	$	14,500	$	16,460
Projected benefit obligation	(16,333)		(19,014)
Net unfunded benefit obligation	$	(1,833)	$	(2,554)

Net unfunded benefit obligation is recorded as other long-term liabilities in the consolidated balance sheets.

The change in the fair value of plan assets is as follows:


	Years Ended December 31,
(In thousands)	2024		2023
Fair value of plan assets at January 1	$	16,460	$	15,415
Employee contributions	248		406
Actual return on plan assets	199		461
Benefits (paid), net of transfers	(2,063)		(1,487)
Employer contributions	676		864
Foreign exchange adjustment	(1,020)		801
Fair value of plan assets at December 31	$	14,500	$	16,460

The change in benefit obligations is as follows:


	Years Ended December 31,
(In thousands)	2024		2023
Benefit obligations at January 1	$	19,014	$	17,715
Gross service cost	682		879
Interest cost	476		560
Employee contributions	248		406
Actuarial (gains)/losses	(266)		313
Benefits (paid), net of transfers	(2,063)		(1,487)
Curtailments & settlements	(578)		(285)
Foreign exchange adjustment	(1,180)		913
Benefit obligations at December 31	$	16,333	$	19,014

The decrease in benefit obligations at December 31, 2024 compared to December 31, 2023 was primarily driven by benefits paid and the weakened Euro and Swiss Franc currencies. The increase in benefit obligations at December 31, 2023 compared to December 31, 2022 was primarily driven by actuarial gains and foreign exchange adjustments, the strengthened Euro and Swiss Franc currencies, offset by benefits paid.

The Company's investment policy meets the responsibility under local social legislation and aligns plan assets with liabilities, while minimizing risk. For the years ended December 31, 2024 and 2023, plan assets are invested in guaranteed investment contracts. Fair value of guaranteed investment contracts is surrender value. Fair value for the year ended December 31, 2024 was determined using Level 3 inputs as defined by ASC 820, Fair Value Measurements. Changes in plan assets are attributable to benefit payments and contributions as the Company has not actively traded assets during the years ended December 31, 2024 and 2023.

Other

The accumulated benefit obligation for the plans were $15.6 million and $17.8 million as of December 31, 2024 and 2023, respectively.

The Company expects to pay approximately $0.6 million of contributions over the next twelve months.

The amounts reclassified out of other comprehensive income during the years ended December 31, 2024, 2023, and 2022 were not material.

Actuarial Assumptions

Certain actuarial assumptions such as the discount rate and the long-term rate of return on plan assets have a significant effect on the amounts reported for net periodic cost and the benefit obligation. 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. In determining the long-term return on plan assets, the Company considers long-term rates of return of comparable low risk investments, such as Euro AA bonds.

The following range of assumptions between all plans were utilized in the pension calculations:


	December 31,
	2024			2023
	(%)
Discount rates	0.95	-	3.40	1.40	-	4.10
Inflation	1.10	-	2.00	1.25	-	2.20
Expected return on plan assets	1.90	-	2.00	2.00	-	2.50
Rate of salary increases	2.10	-	3.00	2.25	-	3.20

Projected future pension benefits as of December 31, 2024 (in thousands):


(In thousands)
2025	$	501
2026	$	972
2027	$	277
2028	$	351
2029	$	930
2030 - 2034	$	5,422

The entire disclosure for retirement benefits.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
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-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

Fair Value Measurements - Schedule of assets that are measured at fair value on a recurring basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
U.S. Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 3,500
U.S. Treasury Bills \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	3,500
U.S. Treasury Bills \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0
U.S. Treasury Bills \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	51,690	$ 8,496
Money Market Funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	51,690	8,496
Money Market Funds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Money Market Funds \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 0	$ 0

Income Taxes - Summary of net operating loss carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 183,719
Tax credit carryforward, other	130,303
Total NOL and Other Carryforwards	314,022
Capital Loss Carryforward
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	348
Canada
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	52,645
Tax credit carryforward, other	$ 50,099
Canada \| Earliest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2031
Canada \| Latest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2044
United States
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 22,678
United Kingdom
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	10,433
Other foreign
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	5,147
Canada province
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	48,742
Tax credit carryforward, other	$ 63,523
Canada province \| Earliest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2031
Canada province \| Latest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2044
U.S. states
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 44,074
Tax credit carryforward, other	$ 1,166
U.S. states \| Earliest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2025
U.S. states \| Earliest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward expiration	2031
U.S. states \| Latest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2043
U.S. states \| Latest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward expiration	2034
Canada credits
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	$ 10,231
Canada credits \| Earliest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward expiration	2033
Canada credits \| Latest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward expiration	2044
Canada province credits
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	$ 4,936
Canada province credits \| Earliest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2036
Canada province credits \| Latest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2044

Revenue - Contract balances (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Contract balances
Receivables, inclusive of trade and unbilled	$ 56,229	$ 64,387
Contract Assets (current and non-current)	10,686	5,322
Contract Liabilities (deferred revenue current and non-current)	$ 70,855	$ 73,483

Geographic, Customer and Supplier Information

12 Months Ended

Dec. 31, 2024

Geographic, Customer and Supplier Information

Segment Information


			Year Ended December 31, 2024
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	182,187	$	60,992	$	—	$	243,179
Cost of goods sold	49,319		19,281		3		68,603
Gross profit (1)	132,868		41,711		(3)		174,576

Gross margin	73%		68%		*		72%

Sales and marketing	24,684		15,658		4,204		44,546
Research and development	16,132		16,117		174		32,423
Other segment items (2)(4)	1,990		4,321		46,491		52,802
Operating income (loss) (3)(5)	90,062		5,615		(50,872)		44,805

Interest income, net							1,807
Other income (expense), net							(125)
Income (loss) before income taxes							$	46,487


			Year Ended December 31, 2023
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	184,181	$	50,925	$	—	$	235,106
Cost of goods sold	64,207		13,183		1		77,391
Gross profit	119,974		37,742		(1)		157,715

Gross margin	65%		74%		*		67%

Sales and marketing	35,356		31,566		3,313		70,235
Research and development	18,894		18,687		839		38,420
Other segment items (2)(4)	5,534		6,014		66,383		77,931
Operating (loss) income (3)(5)	60,190		(18,525)		(70,536)		(28,871)

Interest income, net							2,090
Other income (expense), net							(532)
Income (loss) before income taxes							$	(27,313)


			Year Ended December 31, 2022
(In thousands)	Security Solutions		Digital Agreements		Corporate and Other		Total
Revenue	$	170,605	$	48,401	$	—	$	219,006
Cost of goods sold	59,523		10,913		—		70,436
Gross profit	111,082		37,488		—		148,570

Gross margin	65%		77%		*		68%

Sales and marketing	42,135		16,305		2,509		60,949
Research and development	26,128		11,720		3,887		41,735
Other segment items (2)(4)	10,768		4,115		58,118		73,001
Operating income (loss) (3)(5)	32,051		5,348		(64,514)		(27,115)

Interest income, net							595
Other income (expense), net							14,827
Income (loss) before income taxes							$	(11,693)

* Percentage not meaningful

(3) Security Solutions operating income includes $0.9 million, $0, and $1.7 million of total amortization and depreciation expense for the years ended December 31, 2024, 2023, and 2022, respectively.


			Years Ended December 31,
	2024				2023				2022
(In thousands)	Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements
Subscription	$	80,555	$	58,848	$	60,550	$	45,886	$	47,124	$	42,029
Maintenance and support	38,342		1,736		42,240		4,143		42,894		5,451
Professional services and other (1)	4,439		408		5,425		896		7,087		921
Hardware products	58,851		—		75,966		—		73,500		—
Total Revenue	$	182,187	$	60,992	$	184,181	$	50,925	$	170,605	$	48,401

Asset information by segment is not reported to or reviewed by the CODM to allocate resources, and therefore, the Company has not disclosed asset information for the segments.

Geographic, Customer and Supplier Information


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2024
Revenue	$	108,555	$	86,803	$	47,821	$	243,179
Long-lived assets	$	7,479	$	20,699	$	512	$	28,690

2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

Schedule of assets that are measured at fair value on a recurring basis

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of December 31, 2024 and 2023:


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
U.S. Treasury Bills	$	3,500	$	3,500	$	—	$	—


Money Market Funds	$	51,690	$	51,690	$	—	$	—


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:



Money Market Funds	$	8,496	$	8,496	$	—	$	—

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of major classes of property and equipment

The following table presents the major classes of property and equipment, net, as of December 31, 2024 and 2023:


		December 31,
(In thousands)	Useful Life (in years)	2024		2023
Office equipment and software	3-5	$	8,658	$	8,574
Leasehold improvements	10	7,639		7,459
Furniture and fixtures	5	3,519		3,658
Capitalized software	3	19,298		12,560
Total		39,114		32,251
Accumulated depreciation		(18,148)		(13,529)
Property and equipment, net		$	20,966	$	18,722

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Chicago, IL
Auditor Firm ID	185

Summary of Significant Accounting Policies - Long-Lived and Intangible Assets (Details)	Dec. 31, 2024	Dec. 31, 2023
Minimum \| Proprietary Technology
Impairment of Long-Lived and Intangible Assets
Useful life (in years)	3 years
Minimum \| Customer relationships
Impairment of Long-Lived and Intangible Assets
Useful life (in years)	5 years	5 years
Minimum \| Patents and trademarks
Impairment of Long-Lived and Intangible Assets
Useful life (in years)	10 years	10 years
Maximum \| Proprietary Technology
Impairment of Long-Lived and Intangible Assets
Useful life (in years)	7 years
Maximum \| Customer relationships
Impairment of Long-Lived and Intangible Assets
Useful life (in years)	12 years	12 years
Maximum \| Patents and trademarks
Impairment of Long-Lived and Intangible Assets
Useful life (in years)	20 years	20 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Income Taxes - Statutory tax rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Expected tax at statutory rate	$ 9,762	$ (5,736)	$ (2,456)
Foreign taxes at other rates	(532)	(213)	3,373
Valuation allowance changes	(10,464)	8,513	4,370
Global intangible low-taxed income inclusion	5,571	0	0
State income taxes, net of federal benefit	(1,281)	(170)	(322)
Uncertain tax positions	0	0	(515)
Research credits	(956)	(633)	(2,568)
Worthless stock deduction	(12,632)	0	0
Disallowed expenses and other	(63)	725	859
Total	$ (10,595)	$ 2,486	$ 2,741

Employee Benefit Plans - Net periodic pension costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Service cost (gross)	$ 682	$ 879	$ 1,107
Interest cost	476	$ 560	138
Defined Benefit Plan Net Periodic Benefit Cost Credit Interest Cost Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag		Interest cost
Expected return on plan assets	(336)	$ (358)	(288)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]		Expected return on plan assets
Amortization of unrecognized actuarial gain	(148)	$ (265)	(90)
Defined Benefit Plan Net Periodic Benefit Cost Credit Amortization Of Gain Loss Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag		Amortization of unrecognized actuarial gain
Net periodic pension cost	$ 674	$ 816	$ 867

Employee Benefit Plans - Projected future pension benefit payments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Retirement Benefits [Abstract]
2025	$ 501
2026	972
2027	277
2028	351
2029	930
2030 - 2034	$ 5,422

Goodwill (Details) - USD ($)	12 Months Ended
Goodwill (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Net balance at beginning of period	$ 93,684,000	$ 90,514,000
Acquisition during the period		600,000
Net foreign currency translation	(1,319,000)	2,570,000
Net balance at ending of period	92,365,000	93,684,000	$ 90,514,000
Goodwill impairment	0	0	0
Security Solutions
Goodwill [Roll Forward]
Net balance at beginning of period	72,791,000	70,782,000
Acquisition during the period		0
Net foreign currency translation	(1,031,000)	2,009,000
Net balance at ending of period	71,760,000	72,791,000	70,782,000
Digital Agreements
Goodwill [Roll Forward]
Net balance at beginning of period	20,893,000	19,732,000
Acquisition during the period		600,000
Net foreign currency translation	(288,000)	561,000
Net balance at ending of period	$ 20,605,000	$ 20,893,000	$ 19,732,000

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company leases office space and automobiles under operating lease agreements. See Note 12, Leases, for future minimum rental payments required under non-cancelable leases. At December 31, 2024, the Company has purchase obligations of $5.0 million for other software agreements related to the administration of the Company's business which range from 1 to 3 years. The Company is subject to certain legal proceedings and claims incidental to the operations of its business. The Company is also subject to certain other legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. The Company currently does not anticipate that these matters, if resolved against the Company, will have a material adverse impact on its financial results or financial condition. The Company accrues loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. As of December 31, 2024, the Company has recorded an accrual of $0.5 million for loss contingencies related to all probable losses where a reasonable estimate could be made. The Company does not accrue for contingent losses that, in the judgment of the Company, are considered to be reasonably possible, but not probable. Although the Company intends to defend its legal matters vigorously, the ultimate outcome of these matters is uncertain. However, the Company does not expect the potential losses, if any, to have a material adverse impact on its operating results, cash flows, or financial condition. As of December 31, 2024, the Company does not have any reasonably possible losses for which an estimate can be made.

Business Acquisitions

12 Months Ended

Dec. 31, 2024

Business Acquisitions

On February 22, 2023, the Company acquired substantially all of the assets of the ProvenDB business of Southbank Software Pty Ltd. ("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. If no indemnity claims are made by the Company this amount is required to be paid to the seller 12 months after the acquisition date. The Company paid the full amount of $0.2 million to the seller in February 2024.

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.

During 2024, the Company made the decision to discontinue its investment supporting the previously acquired blockchain technology and related commercial efforts. As a result, the Company wrote-off the related acquired technology and previously capitalized software. See Note 9, Property and Equipment, net, Note 8, Intangible Assets, net, and Note 19, Restructuring and Other Related Charges for further information.

As of December 31, 2023, the Company determined the purchase price allocation of the fair value of the assets acquired and liabilities assumed which is shown in the table below.


(In thousands)	As of Date of Opening Balance Sheet
Net assets acquired:
Acquired technology	$	1,447
Accrued wages and payroll taxes	(47)
Goodwill	600
Total net assets acquired	$	2,000

Consideration	$	2,000

The financial impact of this acquisition was not material to our consolidated financial statements, and therefore, we have not presented pro forma results of operations for the acquisition.

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earliest tax year subject to audit, by jurisdiction
Intercompany dividend income	$ 8,600,000	$ 0	$ 0
Statutory tax rate percentage	21.00%	21.00%	21.00%
Deferred tax, asset other than inventory	$ 3,700,000
Deducted for income tax purposes	60,200,000
Worthless stock deduction	12,632,000	$ 0	$ 0
Income tax expense (benefit)	(10,595,000)	2,486,000	2,741,000
Income tax examination, penalties and interest expense	(200,000)	100,000	100,000
Deferred tax assets, valuation allowance	37,246,000	47,844,000
Increase in valuation allowance	(10,500,000)	8,500,000
Unrecognized tax benefits	0	$ 0	$ 0	$ 512,000
Uncertain tax positions that would impact of effective tax rate	0
Other foreign \| Belgium \| Settlement with Taxing Authority
Earliest tax year subject to audit, by jurisdiction
Income tax expense (benefit)	$ (1,200,000)

Leases - Operating lease costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 2,502	$ 2,770	$ 3,297
Building rent
Lessee, Lease, Description [Line Items]
Total net operating lease costs	1,153	1,638	2,117
Automobile rentals
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 1,349	$ 1,132	$ 1,180

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

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. Cash equivalents are high-quality short-term money market instruments and commercial paper with maturities at acquisition of three months or less. Cash and cash equivalents are held by a number of U.S. and non-U.S. commercial banks and money market investment funds.

The Company is party to lease agreements that require letters of credit to secure the obligations and is also required to maintain a cash guarantee with a payroll vendor, which totaled $0.2 million and $0.5 million at December 31, 2024 and 2023, respectively. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the consolidated balance sheets.

Credit Losses

Reasonable assurance of collection is a requirement for revenue recognition. Credit limit adjustments for existing customers may result from the periodic review of outstanding accounts receivable. The Company records trade accounts receivable at invoice values, which are generally equal to fair value.

In accordance with accounting standards update ("ASU") No. 2016-13, the Company evaluates its allowance based on expected losses rather than incurred losses, which is known as the current expected credit loss (“CECL”) model. The allowance is determined using the loss rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

Fair Value of Financial Instruments

At December 31, 2024 and 2023, the Company's financial instruments were cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities. 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. See Note 10, Fair Value Measurements, for additional detail.

Inventories, net

Inventories, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (FIFO) method. The Company writes down inventory when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the 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. If the sales volume or sales price of a specific model declines significantly, additional write downs may be required.

Property and Equipment, net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets ranging from three to ten years. Leasehold improvements are depreciated over the lesser of the remaining lease term or ten years. Additions and improvements are capitalized, while expenditures for maintenance and repairs are charged to operations as incurred. Gains or losses resulting from sales or retirements are recorded as incurred, at which time related costs and accumulated depreciation are removed from the accounts.

Leases

The Company determines if an arrangement is a lease at inception. All of the Company's leases are classified as operating leases. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating lease ROU assets are comprised of the lease liability plus prepaid rents and are reduced by lease incentives. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term.

Under Topic ASC 842, Leases, the Company made an accounting policy election to not recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Certain lease agreements contain lease and non-lease components. For automobile leases, lease and non-lease components are accounted for together, and for office leases, the components are accounted for separately using a relative standalone selling basis. The Company applies the portfolio approach to automobile leases with similar characteristics that commence in the same period. The majority of the Company’s leases do not provide an implicit rate of return. As a result, the Company uses its imputed collateralized rate based on the information available at the commencement date in determining the present value of lease payments. Certain lease agreements include payments adjusted periodically for inflation based on the consumer price index. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Goodwill

Goodwill represents the excess of purchase price over the fair value of net identifiable assets acquired in a business combination. The Company assesses the impairment of goodwill annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The annual impairment test date is October 1.

The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting unit against the planned results. Additionally, the reporting unit’s fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and reporting unit specific events. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgments. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the estimated fair value of the reporting unit is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.

No goodwill impairment was recorded during the years ended December 31, 2024, 2023, and 2022.

Long-Lived and Intangible Assets, net

Finite-lived intangible assets include proprietary technology, customer relationships, and other intangible assets. Intangible assets, other than certain patents and trademarks with indefinite lives, are amortized over the useful life, which range from three to seven years for proprietary technology, five to twelve years for customer relationships, and ten to twenty years for patents and trademarks. Intangible assets arising from business combinations, such as acquired technology, customer relationships, and other intangible assets, are originally recorded at fair value.

Long-lived assets, including property, plant and equipment, operating lease right-of-use assets, finite-lived intangible assets being amortized and capitalized software costs for internal use, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset group may not be recoverable. An impairment loss shall be recognized if the carrying amount of a long-lived asset group exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset group exceeds its fair value. Long-lived assets held for sale are reported at the lower of carrying value or fair value less cost to sell.

Equity Method Investment

On January 31, 2022, the Company sold its equity interest in Promon AS (Promon) for $18.9 million and recorded the gain on sale of $14.8 million in “Other income (expense), net”, on the consolidated statements of operations for the year ended December 31, 2022. Promon is a technology company headquartered in Norway that specializes in mobile app security, whose solutions focus largely on Runtime Application Self-Protection (RASP).

Prior to January 31, 2022, the Company held a 17% interest in Promon and applied the equity method of accounting to its investment in Promon because it exercised significant influence on, but did not hold a controlling interest in, the investee. Under the equity method of accounting, the Company’s proportionate share of the net earnings (losses) of Promon was reported in “Other income (expense), net”, on the consolidated statements of operations. The impact of the proportionate share of net earnings (losses) was immaterial for the year ended December 31, 2022, as were the relative size of Promon’s assets and operations in relation to the Company’s.

The Company intends to continue to purchase and integrate Promon’s RASP technology into its customer software solutions.

Other Accrued Expenses

Other accrued expenses consist of the following:


	December 31,
(In thousands)	2024		2023
Current operating lease liabilities	$	2,351	$	2,027
Accrued sales tax and VAT	1,127		2,486
Other accrued expenses	1,980		4,747
Accrued professional fees	881		710
Accrued lease termination fees	—		714
Total	$	6,339	$	10,684

Share Repurchase Program

On May 9, 2024, the Board of Directors terminated the stock repurchase program adopted on May 11, 2022 and adopted a new stock repurchase program under which the Company is authorized to repurchase up to $50.0 million of its issued and outstanding shares of common stock. Share purchases under the program will take place in open market transactions, privately negotiated transactions or tender offers, and may be made from time to time depending on market conditions, share price, trading volume, and other factors. The timing of the repurchases and the amount of stock repurchased in each transaction is subject to OneSpan’s sole discretion and will depend upon market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization is effective until May 9, 2026 unless the total amount has been used or authorization has been cancelled. The Company did not repurchase any shares for the year ended December 31, 2024. As of December 31, 2024, approximately $50.0 million remained available for potential future repurchases under the repurchase program.

In December 2023 and under the previous stock repurchase program, the Company repurchased 2,380,834 shares of its issued and outstanding common stock pursuant to a modified “Dutch auction” tender offer (the "Tender Offer"). The purchase price paid for these shares was $10.50, or an aggregate cost of approximately $25.0 million, excluding fees and expenses related to the Tender Offer. 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 repurchase program.

Revenue Recognition

The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. 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.

Revenues are recognized when control of the promised goods or services is transferred to the Company's 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. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. 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.

Nature of Goods and Services

The Company derives its revenues primarily from product and license revenue, which includes hardware products and on-premises subscription revenue, and services and other, which is inclusive of cloud subscription revenue, maintenance and support, and professional services.

Subscription: Subscription includes cloud and on-premises subscription revenue.

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. Customer payments are normally in advance for annual service.

Revenue from the sale of on-premises subscription revenue is recorded upon delivery which is the latter of when the customer receives the ability to access the software or when they are legally allowed to use the software. No significant obligations or contingencies exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. The Company offers term licenses for on-premises subscription revenue ranging from one to five years in length. For term licenses, payments are either on installment or in advance. In limited circumstances, the Company integrates third-party software solutions into its software products. The Company has determined that, consistent with its conclusion under prior revenue recognition rules, the Company acts as the principal with respect to the satisfaction of the related performance obligation and records the corresponding revenue on a gross basis from these transactions. For transactions in which the Company does not act as the principal, the Company recognizes revenue on a net basis. The fees owed to the third parties are recognized as a component of cost of goods sold when the revenue is recognized.

Maintenance and support: Maintenance and support agreements generally call for the Company 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.

Professional services and other revenue: Professional services revenues are primarily comprised of implementing, automating and extending business processes, technology infrastructure, and software applications. Professional services revenues are recognized over time as services are rendered, usually over a period of time that is generally less than 12 months, most of which, are derived from projects performed on a fixed fee. 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. Professional services and other includes perpetual software licenses revenue, which was immaterial and approximately 1% and 2% of total revenue for the years ended December 31, 2024, 2023, and 2022, respectively. Perpetual licenses grant the customer unlimited access to the software.

Hardware products: Revenue from the sale of security hardware is recorded upon shipment, which is the point at which control of the goods are transferred and the performance obligations are completed, unless there are specific terms that would suggest control is transferred at a later date (e.g. delivery). No significant obligations or contingencies typically exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. Customer invoices and subsequent payments normally correspond with delivery.

The Company also enters into separate service agreements with certain hardware customers to perform distribution services. In these situations, revenue is recognized prior to physical delivery of a good (i.e. “bill-and-hold arrangements). The Company evaluates bill-and-hold arrangement, and records revenue accordingly when the following criteria is met:

•The reason for the bill-and-hold arrangement is substantive;

•The product is identified separately as belonging to the customer;

•The product currently is ready for physical transfer to the customer;

•The Company does not have the ability to use the product or to direct it to another customer.

Multiple-Element Arrangements

In the Company's typical multiple-element arrangement, the primary deliverables include:

1.A client component (i.e. an item that is used by the person being authenticated in the form of either a new standalone hardware device or software that is downloaded onto a device that the customer already owns);

2.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.Post contract support ("PCS") in the form of maintenance on the server system software or support.

The Company's multiple-element arrangements may also include other items that are usually delivered prior to the recognition of any revenue and are incidental to the overall transaction such as initialization of the hardware device, customization of the hardware device itself or the packaging in which it is delivered, deployment services where the Company delivers the device to its customer’s end-use customer or employee and, in some limited cases, professional services to assist with the initial implementation of a new customer.

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 determine SSP for maintenance and support and professional services based on observable inputs; specifically, the range of prices charged to customers to renew annual maintenance and support contracts and the range of hourly rates we charge customers in standalone professional services contracts. In instances where SSP is not directly observable, and when we sell at a highly variable price range, such as for transactions involving cloud and on-premise subscription-based licenses or hardware, we determine the SSP for those performance obligations using the residual approach.

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. 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 hardware client device and licenses to server software are sold in a contract, they are treated as a single performance obligation because the software license is deemed to be a component of the hardware that is integral to the functionality of the hardware that is used by customers for identity authentication. 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. Contracts to deliver subscription services typically do not include multiple performance obligations; however, in certain limited cases customers may purchase professional services that are distinct performance obligations.

Cost of Goods Sold

Cost of goods sold related to product and license include direct product costs and direct costs, including personnel costs, production costs, and freight costs. Cost of goods sold related to service and other revenues are primarily costs related to cloud subscription solutions, including personnel, equipment costs, and capitalized software costs and internal professional services and maintenance support.

Sales and Marketing

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. The Company's solutions are sold worldwide through a direct sales force as well as through distributors, resellers, systems integrators, and original equipment manufacturers.

Research and Development Costs

As part of its strategic plan in effect during 2022 and the first half of 2023, the Company began investing in its Digital Agreements operating segment for accelerated growth. In conjunction with expanded research and development activities to grow the Company’s transaction cloud platform and Digital Agreements product offerings, the Company began capitalizing certain costs incurred in connection with obtaining or developing internal-use software during the year ended December 31, 2022. These costs include payroll and payroll-related costs for employees who are directly associated with the internal-use software projects, external direct costs of materials and services costs while developing the software. Capitalized software costs are included in “Property and equipment, net” on the consolidated balance sheets and are depreciated using the straight-line method over the estimated life of three years. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during the preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. Other costs for research and development, principally the design and development of hardware, and the design and development of software prior to the determination of technological feasibility, are expensed as incurred on a project-by-project basis.

The Company capitalized $8.3 million and $10.1 million of internal-use software during the years ended December 31, 2024 and 2023, respectively.

Share-Based Compensation

The Company has share-based employee compensation plans, described in Note 14, Share Compensation Plans. ASC 718, Stock Compensation, requires the Company to estimate the fair value of restricted stock granted to employees, directors and others to record compensation expense equal to the estimated fair value. Compensation expense is recorded on a straight-line basis over the vesting period for time-based awards and performance and market-based awards with cliff vesting provisions and on a graded basis for performance and market-based awards with graded vesting provisions. Forfeitures are recorded as incurred.

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. The effects of gains, losses, and prior service costs and credits are amortized over the average service life. The funded status, or projected benefit obligation less plan assets, for each plan, is reflected in the consolidated financial statements using a December 31 measurement date.

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.

Income Taxes

The Company calculates and provides for income taxes in each tax jurisdiction in which it operates. The provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. 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.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax bases of the Company's assets and liabilities and for operating losses and tax credit carryforwards. 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. The Company recognizes 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.

The Company recognizes tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company's income tax returns that do not meet these recognition and measurement standards. Assumptions, judgments, and the use of estimates are required in determining whether the “more-likely-than-not” standard has been met when developing the provision for income taxes.

The Company recognizes the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. The Company has recognized deferred income taxes for local country income and withholding taxes that could be incurred on distributions of non-U.S. earnings because management does not plan to indefinitely reinvest such earnings.

The Company monitors for changes in tax laws and reflect the impacts of tax law changes in the period of enactment.

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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the standard of as of December 31, 2024 and adoption of the guidance did not have a material impact on its consolidated financial statements and related disclosures.

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 Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220) – Disaggregation of Income Statement Expenses, to improve financial reporting by requiring disclosures in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income (loss) before income taxes was generated in the following jurisdictions:


	Years Ended December 31,
(In thousands)	2024		2023		2022
U.S.	$	41,309	$	(13,526)	$	(9,569)
Non-U.S.	5,178		(13,787)		(2,124)
Total	$	46,487	$	(27,313)	$	(11,693)

For the years ended December 31, 2024, domestic income excludes intercompany dividend income of $8.6 million. For the years ended December 31, 2023 and 2022, there was no intercompany dividend included in domestic income. The (benefit) provision for income taxes consists of the following:


	Years Ended December 31,
(In thousands)	2024		2023		2022
Current:
Federal	$	525	$	2	$	122
State	266		54		32
Foreign	4,906		2,473		1,665
Total current	5,697		2,529		1,819

Deferred:
Federal	(16,771)		361		(349)
State	(2,318)		(47)		35
Foreign	2,797		(357)		1,236
Total deferred	(16,292)		(43)		922
Total	$	(10,595)	$	2,486	$	2,741

For 2024, 2023, and 2022, the Company's U.S. federal statutory rate was 21%.


	Years Ended December 31,
(In thousands)	2024		2023		2022
Expected tax at statutory rate	$	9,762	$	(5,736)	$	(2,456)
Foreign taxes at other rates	(532)		(213)		3,373
Valuation allowance changes	(10,464)		8,513		4,370
Global intangible low-taxed income inclusion	5,571		—		—
State income taxes, net of federal benefit	(1,281)		(170)		(322)
Uncertain tax positions	—		—		(515)
Research credits	(956)		(633)		(2,568)
Worthless stock deduction	(12,632)		—		—
Disallowed expenses and other	(63)		725		859
Total	$	(10,595)	$	2,486	$	2,741

The Company's release of the valuation allowance for the year ended December 31, 2024 was partly due to the IP transfer discussed below and the Company's reassessment of its deferred tax assets that are more likely than not to be realized. The Company determined that there is sufficient positive evidence, including recent cumulative pretax income, that the Company will generate significant income in the future. Based on the review of this evidence, the Company determined that it is more likely than not deferred tax assets are realizable and therefore released a portion of the valuation allowance during the year.

During 2024, the Company completed an intra-entity asset transfer of certain intellectual property (“IP Transfer”) to the U.S., which was classified as an arm’s length transaction at fair value pursuant to the asset transfer agreement. The fair value of the IP asset was a non-recurring fair value measurement. With the assistance of a third-party valuation specialist, the fair value of the IP was determined using the income method,which reflects the Company's assumptions regarding projected revenue, earnings before interest and taxes and a discount rate. The assumptions used in the estimation of the IP asset involved Level 3 inputs of the fair value hierarchy. The tax deduction amortization related to the IP asset will be recognized in future periods over the next fifteen years.

The transaction resulted in a step-up of tax-deductible basis driven by the fair value of the IP Transfer, and accordingly, created a temporary difference where the tax basis exceeded the financial statement basis of such intangible asset, which resulted in the recognition of a discrete tax benefit of $3.7 million. The tax-deductible amortization related to the transferred IP rights will be recognized in future periods. The deferred tax asset and the tax benefit were measured based on the enacted tax rates expected to apply in the years the asset is expected to be realized. The Company expects to realize the deferred tax asset resulting from the IP Transfer and will assess the realizability of the deferred tax asset quarterly.

The Company recorded an income tax benefit related to a worthless stock deduction for the Company’s investment in one of its wholly owned subsidiaries. The worthless stock deduction was $60.2 million, resulting in an estimated tax benefit of $12.6 million.

In addition, the Company received a favorable response in connection with its Mutual Agreement Procedure ("MAP") request related to a Belgium audit concluded in 2020. The Company recorded a net tax benefit of $1.2 million during the year ended December 31, 2024 in connection with the MAP request.

The Company's policy is to record interest and penalties on income taxes as income tax expense. It recorded a benefit of $0.2 million in 2024 and expense of less than $0.1 million in 2023 and 2022.

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2024 and 2023, are as follows:


	December 31,
(In thousands)	2024		2023
Deferred tax assets:
Stock and long-term compensation plans	$	1,224	$	1,515
Foreign NOL & other carryforwards	48,705		45,390
U.S. and state NOL carryforwards	8,128		7,866
Deferred revenue	219		650
Pension liability	436		531
Depreciation and amortization	—		1,626
Intangible assets	7,855		—
Lease liability	2,310		2,383
Capitalized research and development	1,054		446
Accrued expenses and other	1,036		948
Total gross deferred tax assets	70,967		61,355
Less: Valuation allowance	(37,246)		(47,844)
Net deferred income tax assets	$	33,721	$	13,511

Deferred tax liabilities:
Accruals	$	—	$	367
Tax on unremitted foreign earnings	3,516		1,164
Right of use asset	2,527		2,095
Intangible assets	—		2,217
Depreciation and amortization	2,378		—
Tax on credits	4,810		3,689
Contract acquisition costs	3,654		3,325
Deferred tax liabilities	$	16,885	$	12,857

Net deferred tax assets	$	16,836	$	654

Deferred tax assets and liabilities are netted by tax jurisdiction.

The valuation allowance against the net deferred tax assets as of December 31, 2024 and 2023 was $37.2 million and $47.8 million, respectively.

The Company recorded changes in valuation allowance of $(10.5) million and $8.5 million, during the years ended December 31, 2024 and 2023, respectively, against deferred tax assets that, based on the Company's assessment are considered not to be more likely than not to be realized. The decrease in the valuation allowance in 2024 reflects changes in management's assessment of the ability to use existing deferred tax assets, including NOLs, due to an increase in operating profit and IP Transfer.

The Company assesses the need for a valuation allowance on a regular basis, weighing all positive and negative evidence to determine whether a deferred tax asset will be fully or partially realized. In evaluating the realizability of deferred tax assets, significant pieces of negative evidence such as 3-year cumulative losses are considered. The Company also reviews reversal patterns of temporary differences to determine if the Company would have sufficient taxable income due to the reversal of temporary differences to support the realization of deferred tax assets. In 2022, the Company established a valuation allowance against certain deferred tax assets in jurisdictions that were not previously valued as the deferred tax assets were no longer more likely than not to be realized. In 2023, the Company continued to maintain a valuation allowance against certain deferred tax assets in jurisdictions where assets are not more likely than not to be

realized. In 2024, the Company reversed the valuation allowance in certain jurisdictions based on an assessment of the ability to utilize the deferred tax assets. For all other remaining deferred tax assets, the Company believes it is still more likely than not that the results of future operations or tax planning strategies will generate sufficient taxable income to realize the deferred tax assets.

At December 31, 2024, the Company had foreign and state net operating loss (NOL) carryforwards and other foreign deductible carryforwards as shown in the following table:


(In thousands)	Carryforward		Expiration
NOL Carryforward
Canada	$	52,645	2031-2044
United States	22,678		None
United Kingdom	10,433		None

Other foreign	5,147		None
Canada province	48,742		2031-2044
U.S. states	44,074		2025-2043
	$	183,719
Other Carryforwards
United States credit	$	1,166	2031-2034
Canada	50,099		None
Canada province	63,523		None
Capital loss	348		None
Canada credits	10,231		2033-2044
Canada province credits	4,936		2036-2044
	$	130,303

	$	314,022

ASC 740, Income Taxes sets a “more-likely-than-not” criterion for recognizing the tax benefit of uncertain tax positions. As of December 31, 2024, 2023, and 2022, the Company had reserves of $0.


	December 31,
(In thousands)	2024		2023		2022
Reserve at beginning of year	$	—	$	—	$	512
Increases related to prior year tax positions	—		—		—
Decreases related to prior year tax positions	—		—		(512)

Settlement	—		—		—
Total	$	—	$	—	$	—

The Company files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions, and is subject to examination of its income tax returns by the IRS and other tax authorities. The Company reduced an uncertain tax position in the U.S. upon filing of an accounting method change and receiving audit protection.

The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. 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.

The Company's primary tax jurisdictions and the earliest tax year subject to audit are presented in the following table.


Australia			2016
Austria			2018
Belgium			2020
Canada			2020
Netherlands			2019
Singapore			2019
Switzerland			2023
United Kingdom			2022
United States			2017

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Accrued Liabilities

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Other accrued expenses consist of the following:


	December 31,
(In thousands)	2024		2023
Current operating lease liabilities	$	2,351	$	2,027
Accrued sales tax and VAT	1,127		2,486
Other accrued expenses	1,980		4,747
Accrued professional fees	881		710
Accrued lease termination fees	—		714
Total	$	6,339	$	10,684

Share Compensation Plans - Performance-based restricted stock activity (Details) - Restricted Stock, subject to performance criteria - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Shares
Beginning balance (in shares)	966
Shares vested (in shares)	(267)
Shares awarded (in shares)	136
Shares forfeited (in shares)	(678)
Ending balance (in shares)	157	966
Weighted- average remaining term (years)
Outstanding (years)	1 year 1 month 9 days	10 months 2 days
Weighted- average grant date fair value
Beginning balance (in dollars per share)	$ 13.99
Shares vested (in dollars per share)	12.12
Shares awarded (in dollars per share)	12.79
Shares forfeited (in dollars per share)	14.76
Ending balance (in dollars per share)	$ 12.83	$ 13.99

Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets
Capitalized internal-use software	$ 8.3	$ 10.1
Capitalized software
Finite-Lived Intangible Assets
Useful Life (in years)	3 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Description of the Company and Basis of Presentation (Details) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2024 $ / shares	Dec. 31, 2024 USD ($) segment $ / shares	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($) segment	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments		2	2	2
Number of operating segments		2	2	2
Business transformation plan, term				3 years	3 years
Common stock, dividends (in dollars per share) \| $ / shares	$ 0.12	$ 0.12
Loss from foreign currency transactions \| $		$ (0.9)	$ (1.1)	$ (1.9)

Geographic, Customer and Supplier Information - Narrative (Details)	12 Months Ended
	Dec. 31, 2024 region customer factory	Dec. 31, 2023 customer	Dec. 31, 2022 customer
Major customers
Number of geographical regions \| region	3
China
Major customers
Number of independent factories	4
Romania
Major customers
Number of independent factories	1
Revenue Benchmark \| Customer Concentration Risk
Major customers
Number of customers \| customer	10	10	10
Revenue Benchmark \| Customer Concentration Risk \| Top Ten Customers
Major customers
Percent of total	20.00%	22.00%	23.00%

Employee Benefit Plans - Change in fair value of plan assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Change in fair value of plan assets
Fair value of plan assets, beginning balance	$ 16,460	$ 15,415
Employee contributions	248	406
Actual return on plan assets	199	461
Benefits (paid), net of transfers	(2,063)	(1,487)
Employer contributions	676	864
Foreign exchange adjustment	(1,020)	801
Fair value of plan assets, ending balance	$ 14,500	$ 16,460