Karyopharm Insider: PSUs Vest After SENTRY Milestone; Tax-Related Sale Executed

Rhea-AI Filing Summary

Insider filings show that Reshma Rangwala, EVP & Chief Medical Officer of Karyopharm Therapeutics (KPTI), had performance-based restricted stock units (PSUs) certified as earned and vested on September 12, 2025. The certification converted 945 PSUs into the contingent right to receive 945 shares of common stock, increasing her beneficial holdings to 29,798 shares. Three days later, on September 15, 2025, Rangwala executed a broker-assisted sale of 408 shares at $6.43 per share under an automatic sale instruction plan to satisfy withholding tax liabilities related to the PSU vesting, leaving her with 29,390 shares beneficially owned.

Positive

• 945 performance-based RSUs vested following certification of a clinical milestone, reflecting achievement of a company objective
• Beneficial ownership increased to 29,798 shares immediately after vesting, aligning executive pay with milestone outcomes
• Sale executed under a pre-established automatic plan, indicating non-discretionary, compliance-oriented disposition to cover taxes

Negative

• 408 shares were sold at $6.43 per share to satisfy withholding taxes, reducing beneficial ownership to 29,390 shares

Insights

Securities Analyst

TL;DR: Executive earned and vested PSUs, then sold a portion to cover taxes; transaction appears administrative rather than a discretionary market move.

The filing documents a routine compensation event: 945 performance-based RSUs vested after a clinical milestone certification, which increased the reporting person's beneficial ownership to 29,798 shares. A subsequent broker-assisted sale of 408 shares at $6.43 was executed under a pre-established automatic tax-withholding plan. There is no indication of opportunistic trading; the sale is explicitly to satisfy tax obligations. For investors, this represents executive compensation monetization tied to a milestone, not new information about company operations or strategy.

Corporate Governance Expert

TL;DR: Vesting followed governance process; sale was non-discretionary and consistent with routine tax withholding practices.

The Compensation Committee certified achievement of a Phase 3 enrollment milestone triggering PSU vesting, which aligns pay outcomes with clinical progress. The attorney-in-fact signature indicates proper procedural handling of the Form 4. The automatic sale plan used to satisfy withholding is a common governance practice to avoid retrospective insider trading concerns. No material change in board or executive holdings is evident beyond the compensation realization and tax-related disposition.

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^*

Rangwala Reshma

(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 Medical 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	29,798	D
Common Stock	09/15/2025		S(2)		408	D	$6.43	29,390	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 April 4, 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 Reshma Rangwala	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.
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FAQ

What did Reshma Rangwala report on Form 4 for KPTI?

The filing shows 945 PSUs vested on 09/12/2025 and a broker-assisted sale of 408 shares on 09/15/2025 to cover withholding taxes.

Why were shares sold after the PSU vesting?

The sale was executed under a durable automatic sale instruction plan adopted April 4, 2022, to satisfy tax withholding obligations arising from PSU vesting.

How many shares does Rangwala beneficially own after these transactions?

Following the reported transactions, the filing shows Rangwala beneficially owns 29,390 shares.

What triggered the PSU vesting reported in the Form 4?

Vesting was triggered when the issuer’s Compensation Committee certified that the clinical milestone for complete enrollment in the Company’s Phase 3 SENTRY trial was achieved.

At what price were the shares sold to cover taxes?

The broker-assisted sale executed on 09/15/2025 sold 408 shares at $6.43 per share.