Form 4: Karyopharm Exec's Stock Activity Post-PSU Vesting

Karyopharm Therapeutics' SVP, General Counsel & Secretary, Michael Mano, acquired shares from PSU vesting and subsequently sold a portion for tax obligations.

Summary

• Michael Mano, SVP, General Counsel & Secretary of Karyopharm Therapeutics Inc. (KPTI), reported changes in his beneficial ownership of common stock.
• On September 12, 2025, Mano acquired 612 shares of common stock at a price of $0.0, representing earned performance-based restricted stock units (PSUs).
• These PSUs, granted in February 2023, vested upon the achievement of a clinical milestone: complete enrollment in the Company's Phase 3 SENTRY trial, as certified by the Compensation Committee.
• Following this acquisition, Mano's direct beneficial ownership increased to 21,659 shares.
• On September 15, 2025, Mano disposed of 234 shares of common stock at a price of $6.43 per share.
• This sale was a non-discretionary, broker-assisted transaction executed under a Rule 10b5-1 plan adopted on May 16, 2022, specifically to satisfy tax withholding liabilities incurred from the PSU vesting.
• After the sale, Mano's direct beneficial ownership stands at 21,425 shares.

Sentiment

Score: 7

Explanation: The vesting of performance-based restricted stock units (PSUs) is a positive indicator, as it signifies the achievement of a key clinical milestone (complete enrollment in a Phase 3 trial). The subsequent sale of shares for tax withholding is a neutral, routine event and not a discretionary sale, thus not indicating negative sentiment from the insider.

Positives

• Vesting of 612 performance-based restricted stock units (PSUs) indicates the achievement of a significant clinical milestone: complete enrollment in the Company's Phase 3 SENTRY trial.

Negatives

• A disposition of 234 shares of common stock occurred, reducing the reporting person's direct beneficial ownership. However, this was a non-discretionary sale for tax withholding purposes.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the achievement of a past clinical milestone that triggered PSU vesting.

Management Comments

• The 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.

Industry Context

This Form 4 filing details routine insider stock transactions related to executive compensation and tax obligations. The vesting of performance-based restricted stock units (PSUs) is tied to the achievement of a specific clinical milestone, which is common practice in the biotechnology and pharmaceutical industry to incentivize management for research and development progress.

Stakeholder Impact

• Shareholders: The vesting of PSUs tied to a clinical milestone could be viewed positively as it indicates progress in the company's drug development pipeline. The subsequent tax-related sale is a routine event and not indicative of a change in management's long-term view.
• Employees: The achievement of a clinical milestone and subsequent equity vesting can serve as a positive signal regarding the company's progress and compensation structure.

Next Steps

• The filing does not explicitly mention future actions, events, or milestones beyond the completed clinical trial enrollment.

Key Dates

Keywords

Karyopharm Therapeutics, KPTI, Michael Mano, Form 4, Insider Trading, Stock Vesting, PSU, Restricted Stock Units, Clinical Milestone, SENTRY trial, Rule 10b5-1, Tax Withholding