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Karyopharm (KPTI) CEO logs PSU vesting and automatic tax-related share sale

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Karyopharm Therapeutics Inc. President and CEO Richard A. Paulson reported routine equity compensation activity. On May 13, 2026, he acquired 4,920 shares of common stock at $0.00 per share from earned performance-based restricted stock units tied to a Phase 3 XPORT-EC-042 clinical milestone. These earned PSUs vested the same day.

On May 14, 2026, Paulson sold 2,203 shares of common stock at $9.50 per share in a broker-assisted transaction under a durable automatic sale instruction plan adopted on June 10, 2021. The footnote states this sale was solely to satisfy withholding tax obligations from the PSU vesting and was not a discretionary trade. After these transactions, he directly held 269,747 shares of Karyopharm common stock.

Positive

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Negative

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Insider Paulson Richard A.
Role President and CEO
Sold 2,203 shs ($21K)
Type Security Shares Price Value
Sale Common Stock 2,203 $9.50 $21K
Grant/Award Common Stock 4,920 $0.00 --
Holdings After Transaction: Common Stock — 269,747 shares (Direct, null)
Footnotes (1)
  1. Represents the number of shares of the issuer's common stock underlying performance-based restricted stock units ("PSUs") granted in February 2024 that have been earned based on the level of achievement of the clinical milestone for complete enrollment in the Company's Phase 3 XPORT-EC-042 trial, as certified by the issuer's Compensation Committee on May 13, 2026. Each earned PSU represents the contingent right to receive one share of the issuer's common stock upon vesting. The earned PSUs vested on May 13, 2026. This transaction was effected pursuant to a durable automatic sale instruction plan adopted by the reporting person on June 10, 2021, 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.
Shares acquired from PSUs 4,920 shares Earned performance-based restricted stock units vested on May 13, 2026
Shares sold 2,203 shares Broker-assisted sale on May 14, 2026 to satisfy tax withholding
Sale price per share $9.50 per share Price for 2,203-share sale on May 14, 2026
Shares held after transactions 269,747 shares Directly owned common stock following the May 14, 2026 sale
Automatic plan adoption date June 10, 2021 Durable automatic sale instruction plan referenced in footnote
Phase 3 trial reference XPORT-EC-042 Clinical milestone for complete enrollment tied to PSU earning
performance-based restricted stock units financial
"Represents the number of shares of the issuer's common stock underlying performance-based restricted stock units ("PSUs") granted in February 2024..."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
PSUs financial
"Each earned PSU represents the contingent right to receive one share of the issuer's common stock upon vesting."
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
durable automatic sale instruction plan financial
"This transaction was effected pursuant to a durable automatic sale instruction plan adopted by the reporting person on June 10, 2021..."
withholding tax liability financial
"represents a broker-assisted sale of shares to satisfy the payment of withholding tax liability incurred upon the vesting of PSUs."
Phase 3 XPORT-EC-042 trial technical
"based on the level of achievement of the clinical milestone for complete enrollment in the Company's Phase 3 XPORT-EC-042 trial..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Paulson Richard A.
(Last)(First)(Middle)
C/O KARYOPHARM THERAPEUTICS INC.
85 WELLS AVENUE
(Street)
NEWTON MASSACHUSETTS 02459
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Karyopharm Therapeutics Inc. [ KPTI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/13/2026A4,920(1)A$0.0271,950D
Common Stock05/14/2026S(2)2,203D$9.5269,747D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 2024 that have been earned based on the level of achievement of the clinical milestone for complete enrollment in the Company's Phase 3 XPORT-EC-042 trial, as certified by the issuer's Compensation Committee on May 13, 2026. Each earned PSU represents the contingent right to receive one share of the issuer's common stock upon vesting. The earned PSUs vested on May 13, 2026.
2. This transaction was effected pursuant to a durable automatic sale instruction plan adopted by the reporting person on June 10, 2021, 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 Richard Paulson05/15/2026
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Karyopharm (KPTI) CEO Richard Paulson report in this Form 4?

Richard Paulson reported equity compensation activity, including PSU vesting and a related tax sale. He received 4,920 shares from earned performance-based units and sold 2,203 shares to cover withholding taxes, ending with 269,747 directly held shares.

How many Karyopharm (KPTI) shares did the CEO acquire and at what price?

Paulson acquired 4,920 shares of Karyopharm common stock at $0.00 per share. These shares came from performance-based restricted stock units earned after a Phase 3 XPORT-EC-042 trial milestone and vested on May 13, 2026.

How many Karyopharm (KPTI) shares did the CEO sell and at what price?

Paulson sold 2,203 Karyopharm common shares at $9.50 per share. The filing explains this was a broker-assisted sale executed under a durable automatic plan to satisfy withholding tax liability from PSU vesting, not a discretionary trade.

Why were Karyopharm (KPTI) shares sold in this Form 4 filing?

The 2,203 shares were sold solely to pay withholding taxes on vested PSUs. The transaction occurred under a durable automatic sale instruction plan adopted June 10, 2021, and the filing notes it does not represent a discretionary trade by the CEO.

What is the CEO’s Karyopharm (KPTI) shareholding after these transactions?

Following the reported PSU vesting and related tax sale, Paulson directly held 269,747 shares of Karyopharm common stock. This figure reflects his position after acquiring 4,920 earned PSU shares and selling 2,203 shares to cover tax obligations.

What milestone triggered the Karyopharm (KPTI) performance-based RSU vesting?

The PSUs vested after achieving a clinical milestone for complete enrollment in Karyopharm’s Phase 3 XPORT-EC-042 trial. The Compensation Committee certified achievement on May 13, 2026, causing 4,920 performance-based restricted stock units to be earned and vest that day.