Paulson Richard A. 4

What Happened

• Richard A. Paulson, President, CEO and Director of Karyopharm Therapeutics (KPTI), had 4,920 performance-based restricted stock units (PSUs) vest on May 13, 2026 (awarded/credited at $0). The next day (May 14, 2026) he disposed of 2,203 shares in an open-market broker-assisted sale at $9.50 per share for proceeds of $20,929.
• The vesting reflects PSUs previously granted in February 2024 that became earned when a specified clinical enrollment milestone was certified by the Compensation Committee.

Key Details

• Transactions and prices:
  • 2026-05-13: Award/vesting of 4,920 PSUs (acquisition at $0.00; PSUs vested on this date). (Footnote F1)
  • 2026-05-14: Sale of 2,203 shares at $9.50 per share — proceeds $20,929. (Footnote F2)
• Purpose of sale: Broker-assisted sale to satisfy withholding tax liability on vested PSUs; executed under a durable automatic sale instruction plan adopted June 10, 2021. The filing notes the sale was not a discretionary trade by the reporting person. (F2)
• Footnote context: The PSUs were performance-based awards from Feb 2024 that converted to the right to receive one share each upon achievement of the clinical milestone (certified May 13, 2026). (F1)
• Shares owned after the reported transactions: Not specified in the materials you provided.
• Timeliness: Report filed May 15, 2026 for transactions on May 13–14, 2026; filing does not indicate a late report.

Context

• These transactions consist of vested performance awards (an issuance) and a routine, non-discretionary sale to cover tax withholding. Receiving vested PSUs is not a market purchase; the subsequent sale was to satisfy taxes rather than a market-timing decision.
• For retail investors, awards vesting tied to a clinical milestone is a reminder of the company’s progress on its Phase 3 XPORT-EC-042 trial; the partial sale by the CEO appears administrative (tax withholding) rather than an opportunistic personal sale.