Karyopharm officer reports PSU vesting tied to Phase 3 SENTRY enrollment; 325 shares sold for taxes

Rhea-AI Filing Summary

Sohanya Cheng, EVP & Chief Commercial Officer of Karyopharm Therapeutics (KPTI), reported the vesting of performance-based restricted stock units tied to a clinical enrollment milestone and a subsequent small sale to cover taxes. The issuer certified that PSUs granted in February 2023 were earned based on achieving complete enrollment in the company\'s Phase 3 SENTRY trial; 945 earned PSUs vested and each represents the right to one common share. Following vesting, the reporting person beneficially owned 36,181 shares, which includes 922 shares purchased under the company\'s employee stock purchase plan. A broker-assisted sale of 325 shares at $6.43 per share was executed under an automatic sale instruction to satisfy withholding tax obligations incurred on the vested PSUs.

Positive

• Performance milestone achieved: 945 PSUs earned and vested after certification tied to complete enrollment in the Phase 3 SENTRY trial
• Transparent disclosure: Vesting, ESPP holdings (922 shares), and tax-covering sale were clearly reported and described

Negative

• Insider sale reported: 325 shares sold at $6.43 per share (broker-assisted) to satisfy tax withholding obligations

Insights

Securities Analyst

TL;DR: Officer\'s PSUs vested after a certified clinical-enrollment milestone; a small automatic sale covered taxes, showing routine insider activity.

The vesting of 945 PSUs reflects a certified operational milestone — completion of enrollment in the Phase 3 SENTRY trial — which is a meaningful program-level achievement for Karyopharm. The subsequent broker-assisted sale of 325 shares at $6.43 was non-discretionary and solely to satisfy withholding taxes, not an active directional trade. Beneficial ownership after these transactions stands at 36,181 shares, including participation in the employee stock purchase plan. Overall, this filing documents a milestone-driven equity event rather than a change in executive conviction.

Corporate Governance Expert

TL;DR: Disclosure is standard and transparent: performance-based awards vested per committee certification; tax-sale executed under pre-established plan.

The Form 4 clearly ties the equity issuance to performance-based restricted stock units from February 2023, with Certification by the Compensation Committee triggering vesting. The use of a durable automatic sale instruction for tax withholding is a common governance practice that limits perceived signaling risk from insider sales. Reporting separates earned shares, employee purchase shares, and the tax-driven sale, providing clarity on the nature and purpose of each transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cheng Sohanya Roshan

(Last) (First) (Middle)

C/O KARYOPHARM THERAPEUTICS INC.

85 WELLS AVENUE

(Street)

NEWTON MA 02459

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Karyopharm Therapeutics Inc. [ KPTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2025		A		945(1)	A	$0.0	36,181(2)	D
Common Stock	09/15/2025		S(3)		325	D	$6.43	35,856	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares of the issuer's common stock underlying performance-based restricted stock units ("PSUs") granted in February 2023 that have been earned based on the level of achievement of the clinical milestone for complete enrollment in the Company's Phase 3 SENTRY trial, as certified by the issuer's Compensation Committee on September 12, 2025. Each earned PSU represents the contingent right to receive one share of the issuer's common stock upon vesting. The earned PSUs vested on September 12, 2025.

2. Includes 922 shares acquired by the reporting person under the Karyopharm Therapeutics Inc. Amended & Restated 2013 Employee Stock Purchase Plan on April 30, 2025.

3. This transaction was effected pursuant to a durable automatic sale instruction plan adopted by the reporting person on June 7, 2022, and represents a broker-assisted sale of shares to satisfy the payment of withholding tax liability incurred upon the vesting of PSUs. The sale does not represent a discretionary trade by the reporting person.

	/s/ Nancy Smith as Attorney-in-Fact for Sohanya Cheng	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What happened in the KPTI Form 4 filed by Sohanya Cheng?

The report discloses that 945 performance-based RSUs vested after certification of a clinical enrollment milestone, and 325 shares were sold at $6.43 to cover withholding taxes.

Why did Sohanya Cheng sell 325 shares of KPTI?

The sale was a broker-assisted, non-discretionary transaction under a durable automatic sale instruction to satisfy tax withholding obligations from the vested PSUs.

How many KPTI shares does the reporting person beneficially own after these transactions?

Following the reported transactions the reporting person beneficially owned 36,181 shares, which includes 922 shares acquired under the employee stock purchase plan.

What triggered the vesting of the PSUs reported in the Form 4?

The PSUs were earned based on the level of achievement of the clinical milestone for complete enrollment in the company\\'s Phase 3 SENTRY trial, as certified by the Compensation Committee.

Were the PSU-related shares granted recently?

The PSUs originated from a grant made in February 2023, and the earned PSUs vested upon certification of the milestone.