Karyopharm (KPTI): CEO PSUs Vest After SENTRY Milestone; Tax Sale of 1,257 Shares

Rhea-AI Filing Summary

Richard A. Paulson, President, CEO and a director of Karyopharm Therapeutics (KPTI), reported the vesting of 2,800 performance-based restricted stock units (PSUs) on September 12, 2025. These PSUs were granted in February 2023 and were earned after the Compensation Committee certified completion of enrollment in the company’s Phase 3 SENTRY trial; each earned PSU represents the contingent right to one share and vested upon certification. Following vesting, a broker-assisted sale executed under an automatic sale instruction plan sold 1,257 shares on September 15, 2025 at $6.43 per share to satisfy withholding tax obligations. After these transactions, the reporting person beneficially owned 84,046 shares.

Positive

• Performance-based compensation vesting tied to a certified clinical milestone demonstrates alignment of pay with operational progress
• Transparent disclosure of both the vesting event and the automatic tax-withholding sale, including prices and amounts
• Sale was non-discretionary under a durable automatic sale instruction plan, reducing concerns about opportunistic insider trading

Negative

• Net reduction in insider holdings from 85,303 to 84,046 shares after the withholding sale
• Sale price of $6.43 may be seen as a realized liquidity event that slightly reduces insider exposure to future upside

Insights

Financial Analyst

TL;DR: CEO realized PSUs after a clinical-enrollment milestone; a portion of shares were auto-sold to cover taxes, leaving ~84k shares.

The filing documents the conversion and vesting of 2,800 PSUs tied to a certified Phase 3 enrollment milestone, reflecting a non-revenue operational achievement for the company. The subsequent sale of 1,257 shares at $6.43 was executed under a pre-established, durable automatic sale instruction plan to satisfy tax withholding and is explicitly non-discretionary. Economically, the transactions net increased immediate share availability for the insider but resulted in a modest net decrease from 85,303 to 84,046 shares beneficially owned. The filing contains no forward-looking guidance or additional compensation details.

Corporate Governance Expert

TL;DR: Vesting tied to a verifiable clinical milestone and the sale followed a pre-set automatic plan; disclosure is routine and timely.

The report shows governance-aligned pay-for-performance mechanics: PSUs granted in February 2023 vested only after the Compensation Committee certified a specific milestone. The use of a durable automatic sale instruction plan for tax withholding conforms with common insider liquidity practices and reduces questions about opportunistic trading since the sale is non-discretionary. The Form 4 is properly signed by an attorney-in-fact and discloses precise amounts and prices, supporting transparency.

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
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).

1. Name and Address of Reporting Person^*

Paulson Richard A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		2,800(1)	A	$0.0	85,303	D
Common Stock	09/15/2025		S(2)		1,257	D	$6.43	84,046	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 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 Paulson	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).
** 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.

FAQ

What shares did Richard A. Paulson receive on 09/12/2025?

He had 2,800 performance-based restricted stock units (PSUs) earned and vested on September 12, 2025, each representing the right to one share.

Why were 1,257 shares sold on 09/15/2025?

A broker-assisted sale of 1,257 shares was executed under a durable automatic sale instruction plan to satisfy withholding tax liability arising from the PSU vesting.

At what price were the shares sold?

The sale on September 15, 2025 was executed at $6.43 per share.

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

Following the transactions, the reporting person beneficially owned 84,046 shares.

What triggered the PSU vesting?

The PSUs, granted in February 2023, were earned based on achievement of complete enrollment in the company’s Phase 3 SENTRY trial as certified by the Compensation Committee.