Karyopharm (Nasdaq: KPTI) wins approval to more than double share pool

Rhea-AI Filing Summary

Karyopharm Therapeutics Inc. obtained stockholder approval at a special meeting to significantly increase its authorized share capital. The amendment raises total authorized capital stock from 58,333,333 to 111,000,000 shares and authorized common stock from 53,333,333 to 106,000,000 shares.

The Authorized Shares Proposal passed with 9,436,123 votes for, 3,213,329 against and 25,465 abstaining. A related adjournment proposal was also approved but not used. The company filed a Certificate of Amendment in Delaware on February 18, 2026 to put the share increase into effect.

Insights

Capital structure analyst

Karyopharm gains flexibility by more than doubling authorized shares.

Karyopharm Therapeutics Inc. received stockholder approval to increase authorized capital stock from 58,333,333 to 111,000,000 shares, including an increase in authorized common stock from 53,333,333 to 106,000,000. This change expands the capacity to issue new equity in the future.

The Authorized Shares Proposal was approved with 9,436,123 votes for and 3,213,329 against, indicating meaningful but not overwhelming opposition. A separate adjournment proposal also passed, though adjournment was not needed because sufficient votes were present to approve the share increase.

The Certificate of Amendment filed in Delaware on February 18, 2026 makes the authorization effective. Potential impact on existing holders will depend on how many of these additional shares the company ultimately issues and for what purposes, which would be detailed in subsequent disclosures.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 18, 2026

Karyopharm Therapeutics Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-36167				26-3931704
(State or Other Jurisdiction of Incorporation)		(Commission File Number)				(IRS Employer Identification No.)
85 Wells Avenue, 2nd Floor Newton, Massachusetts				02459
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (617) 658-0600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		KPTI		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 18, 2026, Karyopharm Therapeutics Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The following is a summary of the matters voted on at the Special Meeting.

1.	The Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Share Increase Amendment”), to increase the number of authorized shares of the Company’s capital stock from 58,333,333 to 111,000,000 and the number of authorized shares of the Company’s common stock from 53,333,333 to 106,000,000 (the “Authorized Shares Proposal”). The results of the stockholders’ vote with respect to such adoption and approval were as follows:
	Votes For	Votes Against	Votes Abstaining
	9,436,123	3,213,329	25,465

The Company filed a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 18, 2026 to effect the Share Increase Amendment.

2.	The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation of proxies in the event that there are insufficient votes for the adoption and approval of the Authorized Shares Proposal. The results of the stockholders’ vote with respect to such approval were as follows:
	Votes For	Votes Against	Votes Abstaining
	10,041,437	2,594,322	39,158

Adjournment of the Special Meeting was deemed unnecessary because there was a quorum present and there were sufficient votes to adopt and approve the Authorized Shares Proposal at the Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				KARYOPHARM THERAPEUTICS INC.
Date: February 19, 2026				By:		/s/ Michael Mano
						Michael Mano
						Executive Vice President, Chief Legal Officer and Secretary

FAQ

What did Karyopharm Therapeutics (KPTI) stockholders approve at the special meeting?

Stockholders approved an amendment increasing authorized share capital for Karyopharm Therapeutics Inc. The change raises total authorized capital stock and authorized common stock, giving the company more room to issue shares in the future for financing, corporate purposes or strategic transactions as later determined.

How much did Karyopharm (KPTI) increase its authorized shares of common stock?

Karyopharm increased its authorized common stock from 53,333,333 shares to 106,000,000 shares. This more than doubles the number of common shares the company may issue, potentially supporting future capital raises, equity compensation, or other corporate actions if the board chooses to use this capacity.

What were the voting results on Karyopharm’s Authorized Shares Proposal?

The Authorized Shares Proposal received 9,436,123 votes for, 3,213,329 votes against, and 25,465 abstentions. This outcome shows a clear majority in favor, allowing Karyopharm to amend its charter and expand its authorized capital stock as described in the special meeting materials.

Did Karyopharm (KPTI) stockholders approve the proposal to adjourn the special meeting?

Yes, stockholders approved the adjournment proposal with 10,041,437 votes for, 2,594,322 against, and 39,158 abstentions. However, adjournment was not needed because a quorum was present and there were already enough votes to adopt the Authorized Shares Proposal at the same meeting.

When did Karyopharm’s share increase amendment become effective?

The share increase became effective when Karyopharm filed a Certificate of Amendment with the Delaware Secretary of State on February 18, 2026. Filing this document formally amended the Restated Certificate of Incorporation to reflect the new authorized capital and common share amounts.

Does Karyopharm’s approval to increase authorized shares mean new shares are issued immediately?

The approval increases authorized shares but does not itself issue new shares. It simply permits Karyopharm to issue up to the higher levels in the future, subject to board decisions and any additional required corporate or regulatory processes.

Filing Exhibits & Attachments

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