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 first quarter of 2026, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K). 81 Table of Contents Item 6. E xhibits. 3.1 Restated Certificate of Incorporation of the Registrant, as amended 4.1 Pre-Funded Warrant to Purchase Common Stock, dated March 26, 2026, by and between the Registrant and RA Capital Management. 4.2 Warrant to Purchase Common Stock dated March 26, 2026, by and between the Registrant and RA Capital Management. 10.1 Second Amendment to Credit and Guaranty Agreement, dated February 27, 2026 (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 March 3, 2026). 10.2* Securities Purchase Agreement, dated March 24, 2026, by and between the Company and RA Capital Management (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 March 24, 2026). 10.3 Registration Rights Agreement, dated March 26, 2026, by and between the Company and RA Capital Management. 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) * Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 82 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: May 14, 2026 By: /s/ Richard Paulson Richard Paulson President and Chief Executive Officer (Principal executive officer) Date: May 14, 2026 By: /s/ Lori Macomber Lori Macomber Executive Vice President, Chief Financial Officer and Treasurer (Principal financial officer) 83