KPTI insider: PSUs vested on clinical milestone; tax-sale of 234 shares

Rhea-AI Filing Summary

Michael Mano, SVP, General Counsel & Secretary of Karyopharm Therapeutics (KPTI), reported that 612 performance-based restricted stock units (PSUs) were certified as earned and vested following achievement of a clinical enrollment milestone for the company’s Phase 3 SENTRY trial, converting into the contingent right to the same number of common shares. To satisfy tax withholding on the vested PSUs, the reporting person executed a broker-assisted sale of 234 shares at an average price of $6.43, leaving beneficial ownership of 21,425 shares.

Positive

• 612 PSUs certified and vested, indicating a clinical enrollment milestone for the Phase 3 SENTRY trial was met
• Clear disclosure that the sale was automatic to satisfy tax withholding, not a discretionary trade
• Post-transaction beneficial ownership is disclosed (21,425 shares), supporting transparency

Negative

• 234 shares sold to cover withholding reduced direct holdings from 21,659 to 21,425 shares
• No forward-looking context about potential further vesting or future insider selling plans provided in this filing

Insights

Financial Analyst

TL;DR: Vesting of 612 PSUs increases alignment with shareholders; a small automatic sale covered taxes, minimally reducing holdings.

The certification and vesting of performance-based RSUs tied to a clinical milestone is a positive operational signal because it confirms achievement of a specified trial enrollment target as evaluated by the Compensation Committee. The sale of 234 shares was non-discretionary under a pre-existing automatic sale instruction and solely to satisfy tax withholding, reducing direct holdings from 21,659 to 21,425 shares. The transactions are routine for equity compensation and provide limited market impact given the small share amounts disclosed.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 reporting norms; the automatic sale plan and explanation enhance transparency about insider transactions.

The Form 4 clearly discloses the nature of the earned PSUs, their vesting, and the pre-established broker-assisted sale to meet withholding obligations, which is consistent with best practices for insider reporting. The filing attributes certification to the issuer’s Compensation Committee and identifies the non-discretionary nature of the sale, aiding investor understanding of the motivations behind the disposition of shares.

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

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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^*

Mano Michael

(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)
	SVP, General Counsel&Secretary

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		612(1)	A	$0.0	21,659	D
Common Stock	09/15/2025		S(2)		234	D	$6.43	21,425	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. This transaction was effected pursuant to a durable automatic sale instruction plan adopted by the reporting person on May 16, 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 Michael Mano	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What triggered the vesting reported on the KPTI Form 4 for Michael Mano?

The vesting represents 612 PSUs earned after the Compensation Committee certified achievement of the clinical enrollment milestone for the company’s Phase 3 SENTRY trial.

How many shares were sold and why on the reported Form 4 for KPTI?

A broker-assisted sale of 234 shares was executed under a durable automatic sale instruction to satisfy withholding tax liability arising from the PSU vesting.

What was the sale price for the shares sold to cover taxes?

The sale price reported for the 234 shares was an average of $6.43 per share.

How many shares does Michael Mano beneficially own after the transactions?

Following the reported transactions, the filing reports beneficial ownership of 21,425 shares.

Was the sale a discretionary trade by the reporting person?

No. The filing states the sale was part of a durable automatic sale instruction adopted by the reporting person and was not a discretionary trade.