Karyopharm Therapeutics Inc. (KPTI)
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EGM 2026

Feb 18, 2026

Operator

Welcome to the special meeting for Karyopharm Therapeutics, Inc. Our host for today's call is Richard Paulson, President, CEO, and a Director. I will now turn the call over to your host. Mr. Paulson, you may begin.

Richard Paulson
President, CEO, and Director, Karyopharm Therapeutics Inc.

Thank you, operator. Good morning. I'm Richard Paulson, President, CEO, and a director of Karyopharm Therapeutics. I would like to welcome you to Karyopharm's special meeting of stockholders. We are holding our special meeting in a virtual format, and we welcome you to this live webcast. We've designed this meeting to provide stockholders the same rights and opportunities to participate as they would at an in-person meeting. It is now 9:00 A.M. Eastern Time on February 18th, 2026, and I call this meeting to order. I will be serving as chair of today's meeting, and I have asked Michael Mano, our Chief Legal Officer, to act as secretary and inspector of election for purposes of this meeting. Earlier today, Mr. Mano took the oath of Inspector of Election, which will be filed with the minutes of the meeting.

In addition to Michael Mano, we also have with us today, Lori Macomber, our Chief Financial Officer, and Brendan Strong, our Senior Vice President of Investor Relations. In order to conduct an orderly meeting, we have asked the participants to abide by the rules of conduct and procedures, which can be found on the bottom right of the screen, and which include information about participating in the meeting, including asking questions. For this special meeting of stockholders, the company will accept questions from stockholders solely regarding the proposals. If you logged on to this meeting as a stockholder, you can submit your question online during the meeting by going to the Ask a Question area on the lower left side of the screen, selecting a question topic from the dropdown menu, typing your question where it states, "Enter question," and clicking the Submit tab.

Questions pertaining to a particular proposal must be submitted online before the polls are closed. Please note that various remarks that we make about future expectations, plans, and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of the various important factors, including those discussed in the Risk Factors section of our most recent annual report on Form 10-K, which is on file with the SEC. In addition, these forward-looking statements represent the company's expectations only as of today. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing the company's estimates or views as of any date subsequent to today.

The secretary has informed me that he's received an affidavit, affidavit from the company's proxy advisor, Broadridge, Broadridge Financial Solutions, certifying that the notice of the special meeting and proxy statement were sent to all stockholders of record as of December 29th, 2025. A copy of which will be included in the minutes of this meeting. Our first order of business at this meeting is to determine whether the shares represented at this meeting, either in person, via this virtual meeting, or by proxy, are sufficient to constitute a quorum for the purpose of the transact-- of transacting business. Holders of 18,310,283 shares of common stock are entitled to vote at this meeting.

The Inspector of Election has informed me that more than a majority in voting power of the shares of common stock issued and outstanding and entitled to vote at this meeting are present, in person, virtually, or represented by proxy. Therefore, I hereby declare that a quorum exists. Now, I will present the matters to be voted upon. There are two matters to be voted upon today as set forth in the company's proxy statement, which was mailed on or about January 9, 2026, to all of our stockholders of record as of the close of business on December 29, 2025.

Proposal One is the adoption and approval of an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 58,333,333 to 111 million, and the number of authorized shares of our common stock from 53,333,333 to 106 million. Proposal Two is the approval of a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes for the adoption and approval of Proposal One. Are there any questions on the proposal? And as a reminder, all questions should be related solely to the proposals.

Michael Mano
Chief Legal Officer, Karyopharm Therapeutics Inc.

Richard, there are no questions on the proposals.

Richard Paulson
President, CEO, and Director, Karyopharm Therapeutics Inc.

Thank you, Mike, and seeing no questions, we'll move on to voting on the proposals. It's now 9:06 A.M. Eastern Time, and the polls are now open for each matter to be voted upon today. Any stockholder who hasn't yet voted or has previously voted by proxy and wishes to change their vote, may do so by clicking on the voting button on the virtual meeting website and following the instructions. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. I will pause briefly to allow stockholders to submit any final votes. Now that everyone has had the opportunity to vote, that concludes the voting on the proposals set forth in the proxy statement.

It is now 9:08 A.M. Eastern Time, and I declare the polls closed for each matter to be voted on at this meeting. The Inspector of Election has informed me that based on the preliminary voting results, the proposal to adopt and approve an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 58,333,333 to 111 million, and the number of authorized shares of our common stock from 53,333,333 to 106 million has been approved.

The proposal to approve an adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes for the adoption and approval of proposal one has been approved. The final vote results will be included in a Form 8-K that will be filed within four business days after this meeting. I'd like to thank our shareholders for participating in the vote and continuing to support Karyopharm as we execute on our mission to improve patient lives and defeat cancer. As there is no further business to come before the meeting, I declare this meeting adjourned. Thank you all for joining Karyopharm's special meeting of stockholders. The meeting is now over, and you may now disconnect your lines.

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