Karyopharm Therapeutics Inc. 10-Q

Item 5. Other Information . (c) Director and Officer Trading Arrangements A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other securities of our company, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in our securities by directors and officers are required to be made in accordance with our Insider Trading Policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. During the third quarter of 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). 86 Table of Contents Item 6. E xhibits. 4.1 Indenture (including form of Note) with respect to the Company’s 9.00% Convertible Senior Notes due 2028, dated October 10, 2025,between the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 4.2 Indenture (including form of Note) with respect to the Company’s 9.00% Convertible Senior Notes due 2029, dated October 10, 2025,between the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 4.3 Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 4.4 Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 4.5 Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 4.6 Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.1 First Amendment and Waiver to Credit and Guaranty Agreement, dated October 7, 2025, by and among the Company, as borrower, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent for the lenders party thereto and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.2 Note Purchase Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.3 Form of Exchange Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.4 Form of Exchange Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.5 Form of Exchange Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.6 Sixth Amendment to the Revenue Interest Financing Agreement, dated October 7, 2025, by and among the Company and the investors party thereto, HealthCare Royalty Management, LLC as the investor representative, and HCR Karyopharm SPV, LLC, as the collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.7 Securities Purchase Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.8 Form of Registration Rights Agreement, dated October 10, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.9 Registration Rights Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on October 14, 2025). 10.10 Third Amendment to Revenue Interest Financing Agreement, dated as of August 14, 2025 by and among Karyopharm Therapeutics Inc., Healthcare Royalty Partners III, L.P., Healthcare Royalty Partners IV, L.P., HCRX Investments Holdco, LLC, HCR Canary Fund, L.P., HCR Molag Fund, L.P., Healthcare Royalty Management, LLC and HCR Karyopharm SPV, LLC. 87 Table of Contents 10.11 Fourth Amendment to Revenue Interest Financing Agreement, dated as of August 27, 2025 by and among Karyopharm Therapeutics Inc., Healthcare Royalty Partners III, L.P., Healthcare Royalty Partners IV, L.P., HCRX Investments Holdco, LLC, HCR Canary Fund, L.P., HCR Molag Fund, L.P., Healthcare Royalty Management, LLC and HCR Karyopharm SPV, LLC. 10.12 Amendment No. 4 to License Agreement, dated August 7, 2025, by and between the Registrant and Berlin-Chemie AG. 31.1 Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. 31.2 Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. 32.1 Certification of principal executive officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of principal financial officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) 88 Table of Contents SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KARYOPHARM THERAPEUTICS INC. Date: November 3, 2025 By: /s/ Richard Paulson Richard Paulson President and Chief Executive Officer (Principal executive officer) Date: November 3, 2025 By: /s/ Lori Macomber Lori Macomber Executive Vice President, Chief Financial Officer and Treasurer (Principal financial officer) 89