GERON CORP

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The terms “Geron”, the “Company”, “we” and “us” as used in this report refer to Geron Corporation, which

was incorporated in the State of Delaware on November 28, 1990, and its wholly-owned subsidiaries, Geron UK Limited,

or Geron UK, a United Kingdom company, and Geron Netherlands B.V., or Geron Netherlands, a Netherlands company.

Geron UK was incorporated in September 2021, and its operations commenced in January 2022. Geron Netherlands was

incorporated in February 2023, and its operations commenced in June 2023. The Company's first-in-class telomerase

inhibitor, RYTELOTM (imetelstat), was approved by the U.S. Food and Drug Administration, or FDA, on June 6, 2024 for

the treatment of certain adult patients with low- to intermediate-1 risk myelodysplastic syndromes, or lower-risk MDS, and

is under development for the treatment of other hematologic malignancies. In March 2025, we received European

Commission approval of RYTELO for the treatment of adults with transfusion-dependent, or TD, anemia due to lower-risk

MDS. We are pursuing paths to make RYTELO available to eligible lower-risk MDS patients outside of the U.S. To enable

paid access to patients outside the U.S. through approved Named Patient Programs (NPPs), in 2025 we partnered with

Tanner Pharma, a distributor with broad global reach to support patient access.

Principles of Consolidation

The consolidated financial statements include the accounts Geron Corporation and its wholly-owned

subsidiaries, Geron UK and Geron Netherlands. We have eliminated intercompany accounts and transactions. We prepare

the financial statements of Geron UK and Geron Netherlands using the local currency as the functional currency. We

translate the assets and liabilities of Geron UK and Geron Netherlands at rates of exchange at the balance sheet date and

translate income and expense items at average monthly rates of exchange. Foreign currency translation adjustments are

included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, on our

Use of Estimates

The accompanying consolidated financial statements have been prepared in accordance with generally

accepted accounting principles in the United States, or U.S. GAAP. The preparation of financial statements in conformity

with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of

revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related

to accrued liabilities, revenue recognition, fair value of marketable securities, inventory valuation, operating leases, right-

of-use assets, lease liabilities, income taxes, stock-based compensation, and interest expense related to sale of future

royalties. We base our estimates on historical experience and on various other market specific and relevant assumptions

that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in

an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We recognize

revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with

Customers, or Topic 606. In determining the appropriate amount and timing of revenue to be recognized, we perform the

following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract;

(iii) measure the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize

revenue when (or as) we satisfy each performance obligation. We recognize shipping and handling costs as an expense in

cost of goods sold when we transfer control to a customer.

Product Revenue

We distribute RYTELO through third party distributors and specialty pharmacies who are our customers.

The third party distributors subsequently resell our product through their related specialty pharmacy providers to patients

and health care providers. Separately, we have or may enter into payment arrangements with various third-party payors

including pharmacy benefit managers, private healthcare insurers and government healthcare programs who provide

coverage and reimbursement for our product that have been prescribed to a patient.

Product sales revenue is recognized when control has transferred to the customer, which occurs at a point in

time, which is typically on delivery to the customer or, in the case of products that are subject to consignment agreements,

when the customer removes product from our consigned inventory location for shipment directly to a patient. We expense

incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that we

would have recognized is one year or less or the amount is immaterial.

Reserves for Discounts and Allowances

Product revenue is recorded net of reserves established for applicable discounts and allowances that are

offered within contracts with our customers, health care providers or payors.

These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are

classified as reductions of accounts receivable (if the amount is payable to our customer) or a liability (if the amount is

payable to a party other than our customer). Our estimates of reserves established for variable consideration are calculated

based upon a consistent application of our methodology utilizing the expected value method. These estimates reflect our

historical experience, current contractual and statutory requirements, specific known market events and trends, industry

data and forecasted customer buying and payment patterns. The transaction price, which includes variable consideration

reflecting the impact of discounts and allowances, may be subject to constraint and is included in the net sales price only to

the extent that it is probable that a significant reversal of the amount of the cumulative revenue recognized will not occur in

a future period. Actual amounts may ultimately differ from our estimates. If actual results vary, we adjust these estimates,

which could have an effect on earnings in the period of adjustment.

Product revenue reserves, which are classified as a reduction in product revenue, are generally

characterized in the following categories: contractual adjustments, discounts, and returns.

Contractual adjustments primarily relate to VA and PHS discounts, Medicaid and Medicare rebates, fees

for distribution services, co-payment (copay) assistance, and other governmental rebates or applicable allowances:

•Chargebacks, including VA and PHS discounts, represent our estimated obligations resulting from contractual

commitments to sell products to qualified healthcare providers at prices lower than the list prices we charge to

wholesalers or distributors, which provide those products. The wholesalers or distributors charge us for the

difference between what they pay for RYTELO and the ultimate selling price to the qualified healthcare providers.

Rebate and chargeback reserves are established in the same period as the related revenue is recognized, resulting

in a reduction of product revenue and a reduction in the net accounts receivable. Chargeback amounts are

generally determined at the time of resale to the qualified healthcare provider from the wholesaler or distributor,

and we generally issue credits for such amounts within a few weeks of the wholesaler notifying us about the

resale. Our reserves for VA, PHS and other chargebacks consist of amounts for inventory that exists at the

wholesalers that we expect will be sold to qualified healthcare providers and chargebacks that wholesalers have

claimed for which we have not issued a credit.

•Medicaid rebates relate to our estimated obligations to states under established reimbursement arrangements.

Rebate accruals are recorded in the same period the related revenue is recognized, resulting in a reduction of

product revenue and the establishment of a liability which is included in accrued expense and other current

liabilities in our consolidated balance sheets. Our liability for Medicaid rebates consists of estimates for claims

that a state will make for the current quarter, claims for prior quarters that have been estimated for which an

invoice has not been received, invoices received for claims from the prior quarters that have not been paid and an

estimate of potential claims that will be made for inventory that exists in the distribution channel at period end.

•Fees for distribution services include fees for certain data that customers provide to us. We estimate our customers

will earn these fees and deduct these fees from gross product revenue and accounts receivable at the time we

recognize the related revenues.

•Copay assistance represents financial assistance to qualified patients, assisting them with prescription drug co-

payments required by insurance. The calculation of the accrual for copay is based on an estimate of claims and the

cost per claim that we expect to receive associated with inventory that exists in the distribution channel at period

end.

Discounts primarily include prompt pay discounts. Prompt pay discounts relate to estimated obligations for

credits to be granted to customers for remitting payment on their purchases within established incentive periods. We

determine these reserves based on our historical experience, including the timing of customer payments.

Product return reserves are established for returns made by customers and are recorded in the period the

related revenue is recognized, resulting in a reduction to product revenue. We offer customers the right to return products if

they are damaged, defective, or expired, as defined in customer agreements.The majority of wholesaler returns are due to

product expiration. We estimate product returns considering experience from similar products in the market, historical

return patterns, sales data, and inventory levels in the distribution channel.

Fair Value Measurements

We categorize financial instruments recorded at fair value in our consolidated balance sheets based upon

the level of judgment associated with inputs used to measure their fair value. The categories are as follows:

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of

input that is significant to the fair value measurement. Below is a description of the valuation methodologies used for

financial instruments measured at fair value on our consolidated balance sheets, including the category for such financial

instruments.

The majority of our financial assets have been classified as Level 2, and have been initially valued at the

transaction price and subsequently valued, at the end of each reporting period, utilizing third-party pricing services. The

pricing services utilize industry standard valuation models, including both income and market-based approaches and

observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields,

credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events.

We validate the prices provided by our third-party pricing services by understanding the models used,

obtaining market values from other pricing sources and analyzing pricing data in certain instances. After completing our

validation procedures, we did not adjust or override any fair value measurements provided by our pricing services as of

December 31, 2025 and 2024.

The carrying amounts reflected in our consolidated balance sheets for accounts receivable, other current

assets, accounts payable, accrued compensation and benefits and accrued expense approximate fair value due to their short-

term maturities.

Cash Equivalents

We consider all highly liquid investments, readily convertible to cash and that mature within three months

or less from date of purchase to be cash equivalents. As of December 31, 2025 and 2024, cash equivalents were comprised

of money market funds and commercial paper with maturities less than three months from the date of purchase.

Marketable Securities

Our marketable debt securities include U.S. Treasury securities, municipal securities, government-

sponsored enterprise securities, commercial paper and corporate notes.

We classify our marketable debt securities as available for sale. We record available for sale debt securities

at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders’

equity, unless the security has experienced a credit loss, we have determined that we have the intent to sell the security or

we have determined that it is more likely than not that we will have to sell the security before its expected recovery. We

have not recorded any allowances for credit losses on our available-for-sale securities for the years ended December 31,

2025, 2024 or 2023. Realized gains and losses are reported in other (income) expense, net on a specific identification basis.

Dividend and interest income are recognized when earned and included in interest income on our consolidated statements

of operations.

Restricted Cash

Restricted cash consists of funds maintained in separate money market or certificate of deposit accounts for

credit card purchases.

Accounts Receivable

Accounts receivable consists of amounts due from customers, net of customer allowances for cash

discounts, product returns, and chargebacks. Accounts receivable are stated net of an allowance that reflects our current

estimate of credit losses expected to occur over the life of the receivable. In developing our allowance for expected credit

losses, we use assumptions to capture the risk of loss, even if remote, based on a number of factors including existing

contractual payment terms, individual customer circumstances, historical payment patterns of our customers, a review of

the local economic environment and its potential impact on expected future customer payment patterns. We update our

allowance as necessary to reflect expected credit losses over the remaining lives of the accounts receivable for outstanding

trade receivables that are past due, have known disputes or have experienced any negative credit events that may result in

future collectability issues. The estimated allowance for expected credit losses was not material as of December 31, 2025,

nor were the changes to the allowance during any of the periods presented. We do not adjust our receivables for the effects

of a significant financing component at contract inception if we expect to collect the receivables in one year or less from

the time of sale.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk include cash and cash

equivalents, restricted cash, marketable securities, and accounts receivable.

We currently place our cash, restricted cash, cash equivalents and marketable securities with multiple

institutions in the U.S. Deposits with banks may exceed the amount of insurance provided on such deposits. We have not

experienced any losses in such accounts and we believe that we are not exposed to significant credit risk of our financial

position at the depository institutions, in which those deposits are held.

We attempt to minimize the risks related to cash equivalents and marketable securities by investing in a

broad and diverse range of financial instruments as previously defined by us. We have established guidelines related to

credit ratings and maturities intended to safeguard principal balances and maintain liquidity. Our investment portfolio is

maintained in accordance with our investment policy, which defines allowable investments, specifies credit quality

standards and limits the credit exposure of any single issuer. Cash equivalents and marketable securities currently consist of

money market funds, U.S. Treasury securities, municipal securities, commercial paper and corporate notes.

Concentrations of credit risk with respect to receivables, which are typically unsecured, are somewhat

mitigated since the payment terms on our trade receivables are relatively short. As a result, our collection risk is mitigated

to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce

exposure on defaults if collection issues are identified. We monitor the financial performance and creditworthiness of our

customers so that we can properly assess and respond to changes in their credit profile. We continue to monitor these

conditions and assess their possible impact on our business.

Property and Equipment

Property and equipment are carried at cost, subject to reviews for impairment whenever events or changes

in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring or

periodic repairs and maintenance activities related to property, plant and equipment are expensed as incurred.

We generally depreciate or amortize the cost of our property and equipment using the straight-line method

over the estimated useful lives of the respective assets, generally four years. Leasehold improvements are amortized over

the shorter of the estimated useful life or remaining term of the lease.

Inventory

We began capitalizing inventory related to RYTELO in the quarter ended June 30, 2024, as we received

approval of RYTELO on June 6, 2024, and the related costs were expected to be recoverable through the

commercialization of RYTELO.

Inventory is recorded at the lower of cost or net realizable value, with cost determined under the weighted

average method. Inventory costs include third-party contract manufacturing, third-party packaging services, freight,

salaries, wages and stock-based compensation for personnel involved in the manufacturing process, and indirect overhead

costs. We periodically review our inventories to identify excess, obsolete, or slow moving items. If excess, obsolete, or

slow moving inventory without an alternate use is identified, we adjust the recorded amount to its net realizable value. The

determination of net realizable value requires judgment including consideration of many factors, such as estimates of future

product demand, product net selling prices, current and future market conditions and potential product obsolescence,

among others. Additionally, our products are subject to strict quality control and monitoring that we perform throughout

the manufacturing process. In the event that certain batches or units of product no longer meet quality specifications, we

will record a charge to cost of sales to write-down any unmarketable inventory to its estimated net realizable value. In all

cases, product inventory is carried at the lower of cost or its estimated net realizable value. Amounts written-down due to

unmarketable inventory are charged to cost of sales in our consolidated statements of operations.

Prior to regulatory approval, we expense costs associated with the manufacture of a product candidate to

research and development expense unless we are reasonably certain such costs have future commercial use and net

realizable value. Since we consider attaining regulatory approval of a product candidate to be highly uncertain and difficult

to predict, we expect only in rare instances that pre-launch inventory will be capitalized, if at all.

Assets that are expected to be realized in cash or consumed during the normal operating cycle are classified

as current. Due to the nature of pharmaceutical manufacturing, including production lead times, stability testing

requirements, quality control procedures, and regulatory release processes, our operating cycle may exceed twelve months.

Inventory is held for sale or use within this normal operating cycle and is not held for long-term strategic purposes. We

classify all inventory as a current asset on the consolidated balance sheets.

Cost of Goods Sold

Cost of goods sold includes the cost of producing and distributing inventories that are related to product

revenue during the respective period, including salary related and stock-based compensation expense for employees

involved with production and distribution, freight, and indirect overhead costs. Cost of goods sold may also include costs

related to excess or obsolete inventory adjustment, abnormal costs, unabsorbed manufacturing and overhead costs, and

manufacturing variances. For the twelve months ended December 31, 2025 and 2024, cost of sales related to product

revenue was positively impacted since the weighted average cost of inventories sold included batches that were partially

expensed prior to FDA approval.

Research and Development Expenses

Research and development expenses consist of expenses incurred in developing and testing imetelstat and

research related to potential next generation telomerase inhibitors. These expenses include, but are not limited to, payroll

and personnel expense, lab supplies, non-clinical studies, clinical trials, including support for investigator-led clinical trials,

raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored

research at other labs, consulting, costs to maintain technology licenses and research-related overhead. Research and

development expense is expensed as incurred. Payments we make for research and development services prior to the

services being rendered are recorded as prepaid assets in our consolidated balance sheets and are expensed as the services

are provided.

Our current RYTELO (imetelstat) clinical trials are being supported by contract research organizations, or

CROs, and other vendors. We accrue expenses for clinical trial activities performed and managed by CROs based upon the

amount of work completed on each trial. Expenses are recorded based on contracted amounts agreed to with our CROs and

through monthly reporting provided by CROs. We monitor activities conducted and managed by the CROs to the extent

possible through internal reviews, review of contractual terms and correspondence with CROs. We record expense on the

best information available at the time. However, additional information may become available to us which may require us

to record adjustments to research and development expenses in future periods.

Selling, General and Administrative Expense

Selling, general and administrative expense is primarily comprised of compensation and benefits associated

with sales and marketing, finance, human resources, legal, information technology and other administrative personnel,

outside marketing, advertising and legal expense and other general and administrative costs.

Restructuring Charges

Restructuring charges consist of termination benefits such asone-time employee severance payments,

healthcare and related benefits, and other employee-related costs. We accrue severance and other related restructuring costs

when it is probable that they will be paid and the amount is reasonably estimable. Restructuring costs are recorded in

restructuring charges in the consolidated statements of operations. The related restructuring liability is included inaccrued

compensation and benefits in the consolidated balance sheet.

Stock‑Based Compensation

We maintain various stock incentive plans under which stock options, restricted stock units andrestricted

stock awards can be granted to employees, non-employee directors and consultants. We also have an employee stock

purchase plan for all eligible employees.

For service based options, restricted stock award and restricted stock units, compensation expense is

recognized based on the estimated fair value of the awards at grant date. We recognize compensation expense on a straight-

line basis, after taking into consideration an estimate of forfeitures, over the requisite service period, which is generally the

vesting period.

For performance-based stock options with vesting based on the achievement of certain strategic milestones,

stock-based compensation expense is recognized over the period from the date the performance condition is determined to

be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated

forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based

compensation expense is recognized until such time as the performance condition is considered probable of being met, if at

all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be

recognized in the period of the change.

The grant-date fair value for service-based restricted stock units or restricted stock awards is determined

using the fair value of our common stock on the date of grant. The determination of grant-date fair values for our service-

based and performance-based stock options and employee stock purchases using the Black-Scholes option pricing model is

affected by our stock price as well as assumptions regarding a number of complex and subjective variables.

Dividend yield is based on historical cash dividend payments and we have paid no cash dividends to date.

The expected volatility range is based on historical volatilities of our stock, since traded options on our common stock do

not correspond to option terms and the trading volume of options is limited. The risk‑free interest rate range is based on the

U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award. The expected

term of stock options is derived from actual historical exercise and post‑vesting cancellation data and represents the period

of time that stock options granted are expected to be outstanding. The expected term of employees’ purchase rights is equal

to the purchase period.

We grant stock options to consultants from time to time in exchange for services performed for us. In

general, these stock options vest over the contractual period of the consulting arrangement. The fair value of stock options

held by consultants is recorded as operating expenses over the vesting term of the respective equity awards. With the

adoption of Accounting Standards Update 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, the

measurement date of stock options granted to consultants was fixed at the grant date.

Net Loss Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average

number of shares of common stock outstanding for the periods presented without consideration of potential common

shares. In connection with previous public offerings, we issued pre-funded warrants to purchase shares of our common

stock.

Diluted net income per share would be calculated by adjusting the weighted-average number of shares of

common stock outstanding for the dilutive effect of additional shares of common stock that would have been outstanding if

potentially dilutive securities had been issued, as determined using the treasury-stock method. Potential dilutive securities

consist of outstanding stock options and warrants to purchase our common stock. Diluted net loss per share excludes

potential dilutive securities for all periods presented as their effect would be anti-dilutive. Accordingly, basic and diluted

net loss per share is the same for all periods presented in the accompanying consolidated statements of operations.

Leases

At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on

the unique facts and circumstances present. Operating leases are included in operating leases, right-of-use assets and lease

liabilities on our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease

term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities

and their corresponding right-of-use assets are recorded based on the present value of remaining lease payments over the

expected lease term. The present value of remaining lease payments within the 12 months following the balance sheet date

are classified as current lease liabilities. The present value of lease payments not within the 12 months following the

balance sheet date are classified as noncurrent lease liabilities. The interest rate implicit in lease contracts is typically not

readily determinable. As such, to calculate the net present value of lease payments, we apply our incremental borrowing

rate, which is the estimated rate to borrow on a collateralized basis over a similar term an amount equal to the lease

payments in a similar economic environment as of the lease commencement date. We may adjust the right-of-use assets for

certain adjustments, such as initial direct costs paid or incentives received. In addition, we include any options to extend or

terminate the lease in the expected lease term when it is reasonably certain that we will exercise any such option. Lease

expense is recognized on a straight-line basis over the expected lease term.

For lease agreements that include lease and non-lease components, such components are generally

accounted for separately. We have also elected not to recognize on our consolidated balance sheets leases with terms of one

year or less.

Royalty Pharma Agreement Interest Expense

The liability related to the Royalty Pharma Agreement and the related interest expense are measured based

on our current estimate of the timing and amount of expected future Royalty Payments expected to be paid over the

estimated term of the Royalty Pharma Agreement using a discounted cash flow model. The liability is amortized using the

effective interest rate method, resulting in recognition of non-cash interest expense over the estimated term of the

agreement. Each reporting period, we assess the estimated timing and amount of future expected Royalty Payments over

the estimated term. If there are changes to the estimate, we recognize the impact to the liability’s amortization schedule and

the related non-cash interest expense prospectively. Additionally, the transaction costs associated with the liability are

amortized to non-cash interest expense over the estimated term of the Royalty Pharma Agreement.

Income Taxes

We maintain deferred tax assets and liabilities that reflect the net tax effects of temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax

purposes and are subject to tests of recoverability. Our deferred tax assets include net operating loss carryforwards, federal

and state tax credits and capitalized research and development. Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be

recovered or settled. Our net deferred tax asset has been fully offset by a valuation allowance because of our history of

losses. Any potential accrued interest and penalties related to unrecognized tax benefits would be recorded as income tax

expense.

Segment Information

Our chief executive officer represents our chief operating decision maker. We view our operations as a

single segment, the development of therapeutic products for oncology. As a result, the financial information disclosed

herein materially represents all of the financial information related to our principal operating segment. For additional

information, see Note 15 on Segment Reporting.

Recent Accounting Pronouncements

New Accounting Pronouncements – Issued But Not Yet Adopted

In November 2024, the Financial Standards Accounting Board (FASB) issued Accounting Standards

Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 address investor

requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial

statements for certain categories of expenses that are included on the face of the income statement. This guidance is

effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after

December 15, 2027, with early adoption permitted. We are evaluating the impact of this ASU on our consolidated financial

statements.

New Accounting Pronouncements – Issued and Adopted

In December 2024, the FASB issued ASU 2023-09, Income Taxes (ASU 2023-09), which requires issuers

to make additional discloses on an annual basis related to specific categories in the rate reconciliation and provide

additional information for reconciling items that meet a quantitative threshold on an annual basis, disclose additional

information about income taxes paid as well as other disaggregated disclosures. ASU 2023-09 is effective for the Company

as of January 1, 2025 for annual periods. We adopted this standard and applied the disclosure requirements on a

prospective basis effective for the year ended December 31, 2025. The adoption did not have a material impact on our

consolidated financial position or results of operations. Refer to Note 13, Income Taxes, for our updated income tax

disclosure.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (ASU 2023-07), which requires

issuers to make additional disclosures with respect to segment expenses, including required disclosure on an annual and

interim basis for significant segment expenses and other segment items. The improved disclosure requirements apply to all

public entities that are required to report segment information, including those with onlyone reportable segment. ASU

2023-07 also permits the disclosure of more than one measure of a segment’s profit or loss. ASU 2023-07 is effective for

the Company as of January 1, 2024 for annual periods and as of January 1, 2025 for interim periods. We adopted the

guidance in the annual period ended December 31, 2024. There was no impact on our reportable segments identified and

additional required disclosures have been included in Note 15. We view our operations as a single segment. See Note 15 on

Segment Reporting.

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to

have a material impact on our financial statements.

2. PRODUCT REVENUE

To date, our primary source of product revenue has been from the U.S. sales of RYTELO, which we began

shipping to our customers in June 2024. To date, product revenue pursuant to NPPs outside of the U.S. have been not

material.

The reconciliation of gross product sales to net product sales by each significant category of gross-to-net

adjustments was as follows for the years ended December 31, 2025 and 2024:

As of December 31, 2025, three customers individually accounted for approximately 45%,32% and 21% of

our gross accounts receivable associated with our product revenue, as compared to 43%,38% and 17% as of December 31,

2024, respectively.

3. INVENTORY

All of our inventories are related to the manufacturing of RYTELO. The following table presents our

inventory as of December 31, 2025 and 2024:

Prior to the FDA’s approval of RYTELO, all costs for the manufacture of product to support clinical

development and commercial launch, including pre-launch inventory, were expensed as incurred. Pre-launch inventory

manufactured prior to the FDA approval of RYTELO will be used in commercial production until it is depleted.

4. FINANCIAL INSTRUMENTS

Cash equivalents, restricted cash and marketable securities by security type at December 31, 2025 were as

Cash equivalents, restricted cash and marketable securities by security type at December 31, 2024 were as

Cash equivalents and marketable securities with unrealized losses that have been in a continuous unrealized

loss position for less than 12 months and 12 months or longer at December 31, 2025 and 2024 were as follows:

The gross unrealized losses related to U.S. Treasury securities, municipal securities, government-sponsored

enterprise securities, commercial paper and corporate notes as of December 31, 2025 and 2024 were due to changes in

interest rates and not credit risk. If an available-for-sale security’s fair value is less than its amortized cost basis, we

evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for

credit losses. We have not recorded any allowances for credit losses on our available-for-sale securities for the years ended

December 31, 2025 and 2024 as we have not identified any unrealized losses for these securities attributable to credit

factors. Our exposure to unrealized losses may increase in the future due to the economic pressures or uncertainties

associated with local or global economic recessions as a result of ongoing geopolitical events, such as the current military

conflict between Ukraine and Russia, as well as recent and potential future disruptions in access to bank deposits or lending

commitments due to bank failure. We do not intend to sell the investments and it is not more likely that not that we will be

required to sell the investments before recovery of their amortized cost basis, which may be maturity.

5. FAIR VALUE MEASUREMENTS

The following table presents information about our financial instruments that are measured at fair value on

a recurring basis as of December 31, 2025 and 2024 and indicates the fair value category assigned.

(1)Included in cash and cash equivalents on our consolidated balance sheets.

(2)Included in restricted cash on our consolidated balance sheets.

(3)Included in current portion of marketable securities on our consolidated balance sheets.

(4)Included in noncurrent portion of marketable securities on our consolidated balance sheets.

(5)Included in current portion of liabilities related to sale of future royalties on our consolidated balance

sheets.

(6)Included in noncurrent portion of liabilities related to sale of future royalties on our consolidated balance

sheets.

Money market funds and certificates of deposit are categorized as Level 1 within the fair value hierarchy as

their fair values are based on quoted prices available in active markets. Commercial paper, U.S. Treasury securities,

municipal securities, government-sponsored enterprise securities and corporate notes are categorized as Level 2 within the

fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar

characteristics or discounted cash flows.

There wereno transfers between Level 1, Level 2, and Level 3 during the periods presented. There have

been no impairments of our assets measured and carried at fair value as of December 31, 2025 and 2024. In addition, there

have been no changes to our valuation techniques as of December 31, 2025 and 2024.

The embedded derivatives are classified within Level 3 of the fair value hierarchy. See Note 10 on Debt.

We determined the fair value of the liability related to the sale of future royalties based on our current

estimates of future royalties expected to be paid to Royalty Pharma over the life of the arrangement, which are considered

Level 3. See Note 10 on Debt.

6. PROPERTY AND EQUIPMENT

Property and equipment is recorded at historical cost, net of accumulated depreciation and is comprised of

the following:

7. OTHER CONSOLIDATED FINANCIAL STATEMENT DETAILS

Accrued liabilities consisted of the following:

Accrued compensation and benefits consisted of the following:

8. COMMITMENTS AND CONTINGENCIES

On March 13 and March 14, 2025, we and certain of our current and former officers were named as

defendants intwo putative securities class action lawsuits, each filed in the United States District Court for the Northern

District of California, captioned Dabestani v. Geron Corporation, et al., No. 3:25-cv-02507 and Potvin v. Geron

Corporation, et al., No. 3:25-cv-02563, respectively. Both lawsuits allege violations of Sections 10(b) and 20(a) of the

Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5 promulgated thereunder in connection

with allegedly false and misleading statements concerning the commercial potential of RYTELO. The plaintiffs allege,

among other things, that we overstated RYTELO's commercial potential by making materially false and misleading

statements and/or concealing material adverse facts concerning RYTELO's commercial potential, including the lack of

awareness among healthcare providers for RYTELO, the burden of monitoring requirements in administering the drug, and

the impacts of seasonality and existing competition on RYTELO's sales, and that our stock price dropped when we

disclosed in our earnings call on February 26, 2025, that we had observed flat revenue trends over the prior few months.

The plaintiffs seek damages and interest, and an award of reasonable costs, including attorneys' and experts' fees. On May

29, 2025, the Court consolidated the Dabestaniand Potvin cases into one consolidated action captioned In re Geron

Corporation Securities Litigation, or the Securities Class Action, and appointed lead plaintiffs and counsel for lead

plaintiffs. On August 8, 2025, lead plaintiffs filed a consolidated amended complaint. On October 7, 2025, we filed our

motion to dismiss the consolidated amended complaint. A hearing on the motion to dismiss is scheduled for March 19,

On April 15, 2025 and April 16, 2025, three purported stockholders filed derivative complaints, each in the

United States District Court for the Northern District of California, captioned Bishop v. Scarlett, et al., No. 3:25-cv-03356,

Lerner v. Scarlett, et al., No. 3:25-cv-03401, and Willis v. Scarlett, et al., No: 3:25-cv-03396, respectively. Thethree

derivative lawsuits name certain of our current and former directors and officers and allege that they breached their

fiduciary duties and violated federal securities laws by issuing allegedly false and misleading statements concerning the

commercial potential of RYTELO. The allegations in each of thethree derivative complaints are substantially similar to the

two aforementioned securities class action lawsuits, which these lawsuits are premised on. Each of thethree plaintiffs seek

damages and interest, and an award of reasonable costs, including attorneys' and experts' fees. The plaintiffs in Bishop v.

Scarlett, et al. and Willis v. Scarlett, et al. also seek punitive damages. On May 16, 2025, the Court consolidated thethree

derivative complaints intoone consolidated action captioned In re Geron Corporation Derivative Litigation, or the

Consolidated Derivative Action. On June 17, 2025, the Court stayed the Consolidated Derivative Action pending a final

ruling on the anticipated motion to dismiss in the Securities Class Action.

On August 29, 2025, a purported stockholder made a demand on our board of directors to commence a civil

action against certain of our current and former directors for breaching their fiduciary duties and violating the securities

laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO. On

September 19, 2025, the board of directors responded that it would defer a final decision on the demand given the other

pending derivative lawsuits and the Securities Class Action. On October 7, 2025, the purported stockholder filed a suit in

the United States District Court for the Northern District of California, captioned Jae Hyung v. Bir, et al., No. 3:25-

cv-08575. The derivative lawsuit names certain of our current and former directors and officers. The allegations in the

derivative lawsuit are substantially similar to the Securities Class Action and the aforementioned derivative lawsuits. The

plaintiffs seek damages and an award of reasonable costs, including attorneys’ and experts’ fees. On January 23 and

February 19, 2026, respectively, two additional purported stockholders each made a similar demand on our board of

directors.

It is possible that additional lawsuits will be filed or allegations made by stockholders with respect to these

same or other matters and also naming us and/or our officers and directors as defendants. We intend to vigorously defend

against the claims brought by the plaintiffs in these matters.

Such lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend

upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain.

We could be forced to expend significant resourcesand may incur substantial legal fees and costsin defending against the

pending lawsuits and any other related lawsuits, and we may not prevail. Monitoring, initiating and defending against legal

actions is time-consuming for our management, is likely to be expensive, and may detract from our ability to fully focus

our internal resources on our business activities. Additionally, we may not be successful in having any such lawsuits

dismissed or settled within the limits of our insurance coverage. Given the early stage of these lawsuits and the inherent

uncertainly of litigation, we cannot predict how long it may take to resolve the pending lawsuits or the potential outcome or

possible amount of any damages. As such, we currently are unable to reasonably estimate the possible losses or a range of

possible losses that may result from these matters, if any. Expenses associated with the pending lawsuits and any potential

related lawsuits could be material to our consolidated financial statements if we do not prevail in the defense of such

lawsuits, or even if we do prevail.

Indemnifications to Officers and Directors

Our corporate bylaws require that we indemnify our directors, as well as those who act as directors and

officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and

reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered

into separate indemnification agreements with each of our directors and officers which provide for indemnification of these

directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are

more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or

a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our

bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future

claims, the overall maximum amount of the obligations cannot be reasonably estimated.

Severance Plan

We have adoptedtwo severance plans that apply to all of our employees who are not subject to

performance improvement plans, one plan covering employees above the Senior Vice President level, i.e., executives, and

all other employees hired on or before December 31, 2021,, and the other plan covering all non-executive employees hired

on or after January 1, 2022. The severance plans provide for, among other benefits: (i) a severance payment upon a Change

of Control Triggering Event and Separation from Service and (ii) a severance payment for each non‑executive employee

upon a Non‑Change of Control Triggering Event and Separation from Service. As defined in the severance plans, a Change

of Control Triggering Event and Separation from Service requires a “double trigger” where: (i) an employee is terminated

by us without cause in connection with a change of control or within 12 months following a change of control provided,

however, that if an employee is terminated by us in connection with a change of control but immediately accepts

employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the plans, (ii) an

employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by

us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of

employment, or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns

within 12 months following a change of control due to a material change in the terms of employment. Under the severance

plans, a Non‑Change of Control Triggering Event and Separation from Service is defined as an event where an employee is

terminated by us without cause. Severance payments range from three to 18 months of base salary in connection with a

Change of Control Triggering Event or from six weeks to 12 months of base salary in connection with a Non-Change of

Control Triggering Event, as well as a pro-rata portion of the employee’s annual target bonus, depending on the

employee’s position with us, payable in a lump sum payment, and monthly COBRA payments for the severance period.

The severance plans also provide that they shall not supersede the provisions of any individual employment agreements

entered into between us and our employees, and that the employees with such agreements will be entitled to whichever

benefits are greater under the severance plan or their employment agreement. A copy of the severance plan covering our

executive officers is filed as an exhibit to this Report. As of December 31, 2025, all our executive officers have

employment agreements with severance provisions and will receive the greater severance benefits of their agreements or

those in the severance plan applicable to them.

workforce prior to the reduction in headcount. See Note 16 on Restructuring for additional information.

Purchase Commitments

We have engaged third‑party contract manufacturers to manufacture and supply additional quantities of

RYTELO that meet applicable regulatory standards for current and potential future clinical trials and commercial uses.

Related to those contract manufacturing agreements, we have binding commercial purchase commitments of approximately

$16.7 million that can be cancelled, but would incur cancellation penalties, and approximately$43.3 million in agreed upon

manufacturing commitments that can be adjusted based on commercial demand of RYTELO. We expect to utilize all

related commercial purchase commitments.

In the normal course of business, we enter into agreements with CROs for clinical trials for clinical and

commercial supply manufacturing and with other vendors for non-clinical research studies, investigator-led trials and other

services and products for operating purposes. We have not considered these payments to be contractual obligations since

the contracts are generally cancellable at any time by us upon less than 180 days’ prior written notice. We also have certain

in-license agreements that require us to pay milestones to such third parties upon achievement of certain development,

regulatory or commercial milestones. Amounts related to contingent milestone payments are not considered contractual

obligations as they are contingent on the successful achievement of certain development, regulatory approval and

commercial milestones, which may not be achieved.

9. OPERATING LEASES

New Jersey Office Space Lease

In April 2019, we entered into an operating lease agreement for office space located at 3 Sylvan Way,

Parsippany, New Jersey, or the New Jersey Lease. The initial term of the New Jersey Lease is 11 years with an option to

extend for an additional five years and aone-time option to terminate the New Jersey Lease without cause as of the 103rd

month anniversary of the commencement date of the lease. The New Jersey Lease commenced on October 1, 2019, upon

our control of the office space on that date. Based on the initial term of the New Jersey Lease of 11 years, the right-of-use

asset and corresponding operating lease liability was approximately$2.4 million, which represented the present value of

lease payments over the initial lease term, net of aseven-month rent abatement period, using an incremental borrowing rate

of 8% based on information available as of October 1, 2019. As of December 31, 2025, the New Jersey Lease makes up

$1.3 million of our total right-of-use asset balance. Under the New Jersey Lease, we are also obligated to pay certain

variable expenses separately from the base rent, including electricity and common area maintenance. Such costs are being

expensed in the period they are incurred.

California Office Space Lease

In October 2019, we entered into an operating lease agreement for office space located at 919 East

Hillsdale Boulevard, Foster City, California, or the Foster City Lease. The initial term of the Foster City Lease is 87

months with an option to extend for an additional five years.

The Foster City Lease commenced on March 10, 2020, upon the substantial completion of all tenant

improvements. As of the lease commencement date, the right-of-use asset and corresponding operating lease liability was

approximately$3.4 million, which represented the present value of remaining lease payments using an incremental

borrowing rate of 7% over the initial lease term of 87 months, net of athree-month rent abatement period. As of

December 31, 2025, the Foster City Lease makes up$0.9 million of our total right-of-use asset balance. Under the Foster

City Lease, we are also obligated to pay certain variable expenses separately from the base rent, including taxes and

common area maintenance. Such costs are considered non-lease components and have been excluded from the calculation

of the right-of-use asset and corresponding operating lease liability and are being expensed in the period they are incurred.

The components of lease costs included in selling, general and administrative expenses on our consolidated

statements of operations for the New Jersey Lease, and the Foster City Lease were as follows:

The undiscounted future non-cancellable lease payments under the New Jersey Lease and the Foster City

Lease as of December 31, 2025 were as follows (in thousands):

As of December 31, 2025, the weighted average remaining lease term in years and the weighted average

discount rate under the New Jersey Lease and the Foster City Lease were 3.5 years and 5.1%, respectively.

10. DEBT

Hercules Loan Agreement

On September 30, 2020, we, Hercules Capital, Inc., or Hercules, and Silicon Valley Bank, or SVB, entered

into a term loan facility, or the Term Loan, for up to$75.0 million, which was amended in August 2021, or the Original

Loan Agreement. On June 30, 2022, we entered into a second amendment to the Original Loan Agreement. Under the

second amendment, the aggregate principal amount available to us increased from$75.0 million to$125.0 million, with

such principal being available in a series of tranches, subject to certain terms and conditions. Over the course of the Term

Loan, we had drawn down a total of$80.0 million.

All obligations outstanding under the Hercules Loan Agreement, amounting to$86.5 million, were repaid

in full on November 1, 2024, upon which the Hercules Loan Agreement was terminated and all liens on our assets granted

in connection with the Hercules Loan Agreement were released.

Pharmakon Loan Agreement

On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with

BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, each, a Lender, which are investment funds

managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent, that provides for a 5-year senior

secured term loan facility of up to$250.0 million, divided into three committed tranches: (i) a Tranche A Loan in an

aggregate principal amount of$125.0 million, or the Tranche A Loan, which was funded on November 1, 2024, or the

Tranche A Closing Date; (ii) a Tranche B Loan in an aggregate principal amount of$75.0 million, or the Tranche B Loan,

which is available, subject to certain limited conditions, at our option; and (iii) a Tranche C Loan in an aggregate principal

amount of$50.0 million, or the Tranche C Loan, and together with the Tranche A Loan and the Tranche B Loan,

collectively, the Term Loans, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue

milestone. The Tranche B Loan and the Tranche C Loan, once available, could have been requested on or prior to

December 31, 2025. A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed

under the Hercules Loan Agreement, which was terminated effective November 1, 2024. The remaining proceeds will be

used to fund our general corporate and working capital requirements.

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the

Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026. The amendment also

extended the Makewhole Date from November 1, 2026 to May 1, 2027.

The Term Loans mature on November 1, 2029. The Term Loans bear interest at a variable rate per annum

equal to 5.75% plus the three-month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00%. As of

inception of the Tranche A Loan, the interest rate applicable to the Tranche A Loan was 10.32%. As of December 31,

2025, the applicable interest rate was 11.13%. Interest is due and payable quarterly on the last day of each quarter. The

Pharmakon Loan Agreement requires we pay an amount equal to 2.50% of the Lenders’ total committed amount to fund

the Term Loans, payable with respect to each Term Loan on the funding date of such Term Loan.

We may elect to prepay the Term Loans in part or in whole prior to the Maturity Date with such

prepayments being subject to a prepayment premium equal to the principal amount so prepaid multiplied by 3% if made

prior to the 3rd anniversary of the funding date of the applicable Term Loan,2% if made on or after the 3rd anniversary of

the funding date of the applicable Term Loan but prior to the 4th anniversary of the funding date of the applicable Term

Loan, and 1% if made on or after the 4th anniversary of the funding date of the applicable Term Loan but prior to the

Maturity Date. In addition to the prepayment premium, prepayments of any Term Loan prior to the 2nd anniversary of the

funding date of such Term Loan are subject to a make-whole amount equal to the sum of all interest that would have

accrued through such 2nd anniversary.

Our obligations under the Pharmakon Loan Agreement are secured by substantially all of our assets,

including our intellectual property. Certain of our subsidiaries may, from time to time after the Tranche A Closing Date, be

required to guarantee our obligations under the Pharmakon Loan Agreement and, in connection with such guarantee,

pledge substantially all of their assets, including intellectual property, to secure such guarantee.

The Pharmakon Loan Agreement contains customary affirmative and restrictive covenants and

representations and warranties. We and our subsidiaries are bound by certain affirmative covenants setting forth actions

that are required during the term of the Pharmakon Loan Agreement, including, without limitation, certain information

delivery requirements, obligations to maintain certain insurance, and certain notice requirements. There are no financial

covenants. Additionally, we and our subsidiaries are bound by certain restrictive covenants setting forth actions that are not

permitted to be taken during the term of the Pharmakon Loan Agreement, including, without limitation, (i) selling or

disposing of assets, (ii) amending, modifying or waiving our rights under material agreements, (iii) consummating change

in control transactions unless all amounts becoming due under the Loan Agreement are paid in full immediately upon (and

concurrent with) the consummation of any such change in control transaction, (iv) incurring additional indebtedness, (v)

incurring non-permitted liens or encumbrance on our or our subsidiaries’ assets, (vi) paying dividends or making any

distribution or payment on or redeeming, retiring or purchasing any equity interests, and (vii) making payments on

subordinated indebtedness, in each case, subject to specified exceptions. The Pharmakon Loan Agreement also contains the

following events of default: (i) failure to pay principal, interest and other amounts when due, (ii) the breach of the

covenants under the Loan Agreement, (iii) the occurrence of a material adverse change or the occurrence of a withdrawal

event in respect of RYTELO, (iv) certain attachments of the credit parties assets and restraints on their business, (v) certain

insolvency, liquidation, bankruptcy or similar events, (vi) certain cross-default of third-party indebtedness and royalty

revenue contracts, (vii) the failure to pay certain judgments, (viii) material misrepresentations, (ix) the loan documents

ceasing to create a valid security interest in a material portion of the collateral, (x) the occurrence of certain ERISA events

and (xi) the occurrence of a default under any subordination or intercreditor agreement, in each case subject to the grace

periods, cure period and thresholds as specified in the Pharmakon Loan Agreement. Upon the occurrence and during the

continuance of an event of default, the Lenders may, among other things, accelerate our obligations under the Pharmakon

Loan Agreement (including all obligations for principal, interest and any applicable make-whole and prepayment

premiums); provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events,

all outstanding obligations will be immediately accelerated. As of December 31, 2025, we were in compliance with our

Pharmakon Loan Agreement covenants.

Future Minimum Payments

The following table presents future minimum payments, including interest and the end of term charge,

under the Term Loan as of December 31, 2025 (in thousands):

Liabilities Related to Sale of Future Royalties

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the

Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma. Pursuant to the

Royalty Pharma Agreement, we received an upfront payment of$125.0 million, or the Purchase Price, in exchange for

which Royalty Pharma obtained the right, or the Revenue Participation Right, to receive certain amounts calculated as a

percentage of future U.S. net sales of RYTELO for each calendar quarter, or Royalty Payments, during the term

contemplated by the Royalty Pharma Agreement. Specifically, the revenue participation rate commences at 7.75% for

annual U.S. net sales of up to and equal to$500.0 million declining to 1.0% for annual U.S. net sales exceeding$1.0 billion

until the date when the aggregate Royalty Payments equal or exceed 1.65 times the Purchase Price, if this occurs by June

30, 2031 or the date when the aggregate Royalty Payments equal or exceed 2.0 times the Purchase Price.

In addition, we have the option to repurchase all of the Revenue Participation Right from Royalty Pharma

for a purchase price of equal to the Buy-Out-Payment, as defined below, if we entered into a definitive agreement to

consummate a change of control, or Buy-Back Option.

“Buy-Out Payment” means an amount equal to (a)1.65 times the Purchase Price minus the aggregate

Royalty Payments as of the change of control, if the change of control occurs on or prior to December 31, 2027, or (b)2.0

times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs

after December 31, 2027.

We accounted for the Royalty Pharma Agreement as a financing liability, primarily because it has

significant continuing involvement in generating the future revenue on which the Royalty Payments are based. The liability

related to Revenue Participation Right and the related interest expense are measured based on our current estimate of the

timing and amount of expected future Royalty Payments expected to be paid over the estimated term of the Royalty

Pharma Agreement using a discounted cash flow model. The liability is amortized using the effective interest rate method,

resulting in recognition of interest expense over the estimated term of the agreement.

We have determined the fair value of the liability related to the sale of future royalties is based on our

current estimates of future royalties expected to be paid to Royalty Pharma over the life of the arrangement, which are

considered Level 3.

The following table shows the activity within the liability related to sale of future royalties during the year

ended December 31, 2025.

Embedded Derivatives

The conditional exercisable call option related to the event of default is considered to be an embedded

derivative which is required to be bifurcated and accounted for as a separate financial instrument. In the periods presented,

the value of the embedded derivative is not material and therefore, no amount has been recognized. If an event of default

becomes more probable than is currently estimated, then the embedded derivative could become material in future periods

and would be recognized as a separate financial instrument at that time. The embedded derivatives are classified within

Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

11. STOCKHOLDERS’ EQUITY

Authorized Common Stock

In May 2023, our stockholders approved an amendment to our Restated Certificate of Incorporation to

increase the total number of authorized shares of common stock from 675,000,000 to 1,350,000,000 shares.

Public Offerings

On January 10, 2023, we completed an underwritten public offering consisting of 68,007,741 shares of our

common stock and the 2023 pre-funded warrants. All of the securities were issued separately. The public offering price of

the common stock was$2.45 per share. The public offering price of the 2023 pre-funded warrant was$2.449 per share.

The net cash proceeds from this offering were$213.3 million, after deducting the underwriting discount and other offering

expenses paid by us, and excluded any future proceeds from the exercise of the 2023 pre-funded warrant. As of

December 31, 2025, all 2023 pre-funded warrants have been exercised.

On March 21, 2024, we completed an underwritten public offering of 41,999,998 shares of our common

stock and pre-funded warrants to purchase 8,002,668 shares of our common stock, or the 2024 pre-funded warrants. All of

the securities were issued separately. The public offering price of the common stock was$3.00 per share. The public

offering price of the 2024 pre-funded warrants was$2.99 per share. The net cash proceeds from the March 2024 offering

were approximately$141.0 million, after deducting the underwriting discount and other offering expenses paid by us, and

excluding any future proceeds from the exercise of the pre-funded warrants. As of December 31, 2025,5.4 million of the

2024 pre-funded warrants have been exercised and 2.6 million were outstanding.

As of December 31, 2025 and 2024, pre-funded warrants to purchase 29,053,145 and 59,433,145 shares of

our common stock, respectively, remained outstanding and were associated with the May 2020, April 2022 and March

2024 public offerings. These warrants have an exercise price of$0.001 per share and no expiration date.

Upon the issuance of the 2023 and 2024 pre-funded warrants, we evaluated the warrant terms to determine

the appropriate accounting and classification pursuant to FASB Accounting Standards Codification Topic 480,

Distinguishing Liabilities from Equity, and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging.

Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified

as equity when the warrant terms only allow settlement in shares of common stock. The terms of the 2023 and 2024 pre-

funded warrants include certain provisions related to fundamental transactions and a cashless exercise provision in the

event registered shares are not available, and do not include any mandatory redemption provisions. Based on our

evaluation, we concluded the 2023 and 2024 pre-funded warrants should be classified as equity with no subsequent

remeasurement as long as such warrants continue to be classified as equity.

Warrant Exercises

For the year ended December 31, 2025, warrants were exercised to purchase 1,162,376 shares of our

common stockat an exercise price of$1.30 per sharefor net cash proceeds of approximately$1.5 million, which proceeds

were received in January 2026. The warrants were issued in connection with underwritten public offerings of common

stock in May 2020. The remaining warrantsto purchase 240,146 shares of our common stock expired on December 31,

2025 and are no longer outstanding.

For theyear ended December 31, 2024, warrants to purchase 1,071,981 shares of our common stock at an

exercise price of$1.30 per share were exercised for net cash proceeds of approximately$1.4 million. The warrants were

issued in connection with an underwritten public offering of common stock in May 2020. As of December 31, 2024,

warrants to purchase 1,402,522 shares of our common stock remained outstanding.

2023 Sales Agreement

On November 1, 2023, we entered into an At Market Issuance Sales Agreement, or the 2023 Sales

Agreement, with B. Riley, pursuant to which we could issue and sell shares of our common stock having an aggregate

offering price of up to$100 million. We have agreed to pay B. Riley an aggregate commission rate equal to up to 3.0% of

the gross proceeds of the sales price per share for common stock sold under the 2023 Sales Agreement. No shares of our

common stock were sold pursuant to the 2023 Sales Agreement, which was terminatedin January 2026.

Equity Plans

2011 Incentive Award Plan

In May 2011, our stockholders approved the adoption of the 2011 Incentive Award Plan, or 2011 Plan. The

2011 Plan provided for grants of either incentive stock options or nonstatutory stock options and stock purchase rights to

employees (including officers and employee directors) and consultants (including non‑employee directors). Upon the

adoption of the 2018 Equity Incentive Plan in May 2018 (see below), no further grants of stock options or stock purchase

rights were made under the 2011 Plan. Stock options granted under the 2011 Plan expire no later thanten years from the

date of grant. Stock option exercise prices were equal to the fair market value of the underlying common stock on the date

of grant.

Service‑based stock options under the 2011 Plan generally vested over a period offour years from the date

of grant. Other stock awards (restricted stock awards and restricted stock units) had variable vesting schedules which were

determined by our board of directors on the date of grant. All outstanding awards granted under the 2011 Plan remain

subject to the terms of the 2011 Plan and the individual award agreements thereunder.

2018 Equity Incentive Plan

On May 15, 2018, our stockholders approved the adoption of the 2018 Equity Incentive Plan, or 2018 Plan,

as the successor to the 2011 Plan. The 2018 Plan provides for the grant of incentive stock options, nonstatutory stock

options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and

performance awards that may be settled in cash, stock, or other property. Eligible participants under the 2018 Plan include

our employees, consultants and non-employee directors. The number of shares reserved for issuance under the 2018 Plan

(subject to adjustment for certain changes in capitalization) is equal to the sum of (i) the unallocated shares of common

stock remaining available for future grants under the 2011 Plan as of May 15, 2018, (ii)10,000,000 newly reserved shares

of common stock and (iii) the number of shares subject to awards granted under the 2002 Equity Incentive Plan, and the

2011 Plan as such shares become available from time to time, referred to as the Prior Plans’ Returning Shares. Such Prior

Plans’ Returning Shares become available for issuance under the 2018 Plan if outstanding stock awards granted under the

2002 Equity Incentive Plan and the 2011 Plan, after May 15, 2018, expire or terminate for any reason prior to exercise or

settlement or are forfeited, cancelled or otherwise returned to us because of the failure to meet a contingency or condition

required for the vesting of such shares, or, subject to certain exceptions, are reacquired or withheld (or not issued) by us to

satisfy a tax withholding obligation in connection with a stock award. In May 2025 and May 2023, our stockholders

approved amendments to our 2018 Equity Incentive Plan to increase the total number of shares issuable under such plan by

20,000,000 and 43,360,000,shares of our common stock, respectively. As of December 31, 2025, an aggregate total of

98,971,971 shares of common stock have been reserved under the 2018 Equity Incentive Plan, with 51,542,796 available

for future grants.

Stock options granted under the 2018 Plan expire no later thanten years from the date of grant. Stock

option exercise prices shall be equal to the fair market value of the underlying common stock on the date of grant. If, at the

time we grant a stock option, the optionee directly or by attribution owns stock possessing more than 10% of the total

combined voting power of all classes of our stock, the stock option exercise price shall be at least 110% of the fair market

value of the underlying common stock and shall not be exercisable more than five years after the date of grant.

We grant service-based and performance-based stock options to employees under the 2018 Plan. Service-

based stock options generally vest over a period offour years from the date of the stock option grant. Performance-based

stock options vest upon the achievement of specified milestones. Other stock awards (restricted stock awards and restricted

stock units) have variable vesting schedules as determined by our board of directors on the date of grant.

Under certain circumstances, stock options may be exercised prior to vesting, subject to our right to

repurchase the shares underlying such stock option at the exercise price paid per share. Our repurchase rights would

generally terminate on a vesting schedule identical to the vesting schedule of the exercised stock option. During 2025 and

2024, we did not repurchase any shares under the 2018 Plan. As of December 31, 2025, we have no shares outstanding

subject to repurchase under the 2018 Plan.

As of December 31, 2025, our Non‑Employee Director Compensation Policy adopted by our board of

directors in March 2014, as amended, provides for the automatic grant to non‑employee directors of the following types of

equity awards under the 2018 Plan:

•First Director Option. Each person who becomes a non‑employee director, whether by election by our

stockholders or by appointment by our board of directors to fill a vacancy, will automatically be granted a stock

option to purchase 270,000 shares of common stock, or First Director Option, on the date such person first

becomes a non‑employee director. The First Director Option vests annually over three years upon each

anniversary date of appointment to our board of directors.

•Subsequent Director Option. Each non‑employee director (other than any director receiving a First Director

Option on the date of the annual meeting) will automatically be granted a subsequent stock option to purchase

180,000 shares of common stock, a Subsequent Director Option, on the date of the annual meeting of stockholders

in each year during such director’s service on our board of directors. The Subsequent Director Option vests in full

on the earlier of: (i) the date of the next annual meeting of our stockholders or (ii) the first anniversary of the date

of grant.

2018 Inducement Award Plan

In December 2018, our board of directors approved the adoption of the 2018 Inducement Award Plan, or

the Inducement Plan, pursuant to which we reserved 3,000,000 shares of our common stock to be used exclusively for

grants of inducement awards to individuals who were not previously Geron employees or non-employee directors, other

than following a bona fide period of non-employment. Since adoption of the Inducement Plan, the compensation

committee of our board of directors, or the compensation committee, has approved amendments to our Inducement Plan to

increase the aggregate total number of shares issuable under such plan to 51,300,000 shares of our common stock. The

most recent amendment, approved by the compensation committee in August 2025, increased the total number of shares

issuable under such plan by 11,000,000 shares of our common stock. As of December 31, 2025, an aggregate total of

43,818,645 shares of common stock have been reserved under the Inducement Plan, with 5,137,263 available for future

grants.

The Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights,

restricted stock awards, restricted stock units and other stock awards, and all awards under the Inducement Plan are

intended to meet the standards under Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the

Inducement Plan and the inducement awards to be granted thereunder are substantially similar to our stockholder-approved

2018 Plan.

Directors’ Market Value Stock Purchase Plan

In October 2018, our board of directors adopted a Directors’ Market Value Stock Purchase Plan, or the

Directors Market Plan. A total of 1,000,000 shares of our common stock have been reserved for the Directors Market Plan.

Under the Directors Market Plan, non-employee directors may purchase shares of our common stock at the prevailing

market price on the purchase date with cash compensation payable to them for their services as a board member. As stated

in Geron’s Non-Employee Director Compensation Policy, each non-employee director receives annual cash compensation,

payable quarterly in arrears, for their services on the board and various committees of the board. As provided in the Non-

Employee Director Compensation Policy, a non-employee director may elect to receive fully vested shares of common

stock in lieu of cash and such shares shall be issuable from the Directors Market Plan.

Stock-Based Compensation

The following table summarizes the stock‑based compensation expense included in research and

development and selling, general and administrative expenses:

Stock-based compensation of $1.3 million and $0.7 million was capitalized to inventory for the twelve months

ended December 31, 2025 and 2024, respectively, and was excluded from the table above. No stock-based compensation

was capitalized to inventory for the twelve months ended December 31, 2023. Stock-based compensation of approximately

$0.3 million and$0.1 million was included in cost of goods sold for the twelve months ended December 31, 2025 and

2024, respectively.

The following table summarizes share-based compensation expense associated with each of our stock-based

compensation programs:

The table above was not adjusted for stock-based compensation amounts capitalized to inventoryfor the twelve

months ended December 31, 2025 and 2024.

As of December 31, 2025, total compensation cost related to unvested share‑based payment awards not yet

recognized, net of estimated forfeitures, and assuming no probability of achievement for outstanding performance-based

stock options, was$40.7 million, which is expected to be recognized over the next 37 months on a weighted‑average basis.

In 2025,2024, and 2023, we recorded stock‑based compensation expense of$0.1 million,$0.1 million and

$0.7 million for stock options held by consultants, respectively. This stock‑based compensation expense is included in the

tables above.

Stock Options

The following table presents stock option activity for the year ended December 31, 2025:

The weighted-average estimated fair value of stock options granted during the years ended December 31,

2025,2024 and 2023 was$1.17,$2.05 and$1.95 per share, respectively. The total pretax intrinsic value of stock options

exercised during 2025,2024, and 2023 was$0.5 million $41.2 million and$12.0 million, respectively. The intrinsic value

was calculated as the difference between the fair value of the Company's common stock and the exercise price of the

option. Cash received from the exercise of stock options in 2025,2024, and 2023 totaled approximately$1.5 million,$31.6

million and $12.4 million, respectively. The total grant date fair value of options vested during 2025,2024, and 2023 was

$41.5 million, $60.6 million, and $40.6 million, respectively.

The fair value of stock options granted has been estimated using the following assumptions:

In 2025,2024, and 2023, our board of directors awarded 67,000,208,100 and 832,790 performance-based

stock options, respectively, to certain employees. These performance-based stock options are included in the outstanding

stock options table above. Performance-based stock options vest only upon achievement of discrete milestones.

Restricted Stock Units

We grant service-based restricted stock units ("RSUs") under our equity plans to employees. The service-

based vesting period for an employee RSU is generally four years from the date of the grant.

The following table summarizes the activity for RSUs:

Restricted Stock Awards

For the years ended December 31, 2025,2024 and 2023, we issued 22,073,8,351 and 36,864 shares of

common stock, respectively, under the Directors Market Plan. The weighted average grant date fair value of stock granted

during the years ended December 31, 2025 2024 and 2023 was$1.42,$3.84 and$2.37 per share, respectively. The total

fair value of vested stock grants during 2025,2024 and 2023 was less than$0.1 million, less than$0.1 million and$0.1

million, respectively.

Employee Stock Purchase Plan

In March 2014, our board of directors adopted the 2014 Employee Stock Purchase Plan, or 2014 Purchase

Plan. The 2014 Purchase Plan was approved by our stockholders in May 2014. The 2014 Purchase Plan replaced the 1996

Employee Stock Purchase Plan, or 1996 Purchase Plan, which was terminated effective as of the date the 2014 Purchase

Plan was approved by our stockholders. In May 2022, our stockholders approved an amendment to our 2014 Purchase Plan

to increase the total number of shares issuable under such plan by 1,000,000 shares of our common stock, for an aggregate

total reserve of 2,000,000 shares. In the May 2025 annual meeting, stockholders approved an amendment to increase the

reserve for the 2014 Purchase Plan by 6,000,000 shares, for an aggregate total reserve of 8,000,000 shares. At

December 31, 2025, an aggregate of 2,380,619 shares of our common stock have been issued under the 2014 Employee

Stock Purchase Plan since its adoption.

The 2014 Purchase Plan is comprised of a series of offering periods, each with a maximum duration (not to

exceed 12 months) with new offering periods commencing on January 1st and July 1st of each year. The date an employee

enters the offering period will be designated as the entry date for purposes of that offering period. An employee may

participate only inone offering period at a time. Each offering period consists oftwo consecutive purchase periods ofsix

months’ duration, with the last day of such period designated a purchase date.

Under the terms of the 2014 Purchase Plan, employees can choose to have up to 10% of their annual salary

withheld to purchase our common stock, up to a limit of$25,000 per year. An employee may not make additional

payments into such account or increase the withholding percentage during the offering period.

The purchase price per share at which common stock is purchased by the employee on each purchase date

within the offering period is equal to 85% of the lower of (i) the fair market value per share of our common stock on the

employee’s entry date into that offering period or (ii) the fair market value per share of our common stock on the purchase

date. If the fair market value per share of our common stock on the purchase date is less than the fair market value at the

beginning of the offering period, a new 12 month offering period will automatically begin on the first business day

following the purchase date with a new fair market value.

The fair value of employee stock purchases has been estimated using the Black-Scholes option‑pricing

model with the following assumptions:

The weighted average estimated fair value of employees’ purchase rights for the years ended December 31,

2025,2024 and 2023 was$1.05,$0.82 and$1.10 per share, respectively.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance as of December 31, 2025 is as follows:

12. NET LOSS PER COMMON SHARE

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average

number of shares of common stock outstanding for the periods presented without consideration of potential common

shares.

Since we incurred a net loss for 2025,2024, and 2023, the diluted net loss per share calculation excludes

potential dilutive securities of 86,350,703,77,369,889 and 75,458,854 shares, respectively, related to outstanding stock

options and warrants, as their effect would have been anti-dilutive.

In March 2024, we completed an underwritten public offering of 41,999,998 shares of our common stock

and a pre-funded warrant to purchase 8,002,668 shares of our common stock, or the 2024 pre-funded warrant. In January

2023, we completed an underwritten public offering of 68,007,741 shares of our common stock and a pre-funded warrant

to purchase 25,000,000 shares of our common stock, or the 2023 pre-funded warrant. In April 2022, we entered into an

underwriting public offering of our common stock, pursuant to which we issued a pre-funded warrant to purchase

18,095,238 shares of our common stock, also known as the 2022 pre-funded warrant. In May 2020, we entered into an

underwriting agreement public offering of our common stock, pursuant to which we issued a pre-funded warrant to

purchase 8,335,239 shares of our common stock, or the 2020 pre-funded warrant. The pre-funded warrants are exercisable

immediately at an exercise price of$0.001 per share. We included the 2024 pre-funded warrant, the 2023 pre-funded

warrant, the 2022 pre-funded warrant and the 2020 pre-funded warrant in the computation of basic net loss per share, as

applicable, since their exercise price is negligible, and they may be exercised at any time. See Note 11 on Stockholders'

Equity for further discussion of our public offerings.

13. INCOME TAXES

The components of income (loss) before income taxes were as follows:

Provision for (benefit from) income taxes was as follows:

The following table reconciles the federal statutory tax rate to the effective income tax rate from continuing

operations:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant

components of our deferred tax assets are as follows:

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.

In making such determination, we consider all available positive and negative evidence, including scheduled reversals of

deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a

conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses

in recent years. Because of our history of losses, the net deferred tax assets have been fully offset by a valuation allowance.

The valuation allowance increased by$14.7 million and$35.0 million for the years ended December 31, 2025 and 2024,

respectively.

As of December 31, 2025, we had domestic federal net operating loss carryforwards of approximately$1.0

billion. Of this,$561.7 million will expire at various dates beginning in 2026 through 2037 and the remaining will

carryforward indefinitely under the new tax laws, but is subject to an 80% taxable income limitation for tax years

beginning after December 31, 2017. As of December 31, 2025, we had state net operating loss carryforwards of

approximately$871.8 million expiring at various dates beginning in 2028 through 2045. We also had federal tax credit

carryforwards of approximately$81.9 million expiring at various dates beginning in 2026 through 2045, if not utilized. Our

state tax credit carryforwards of approximately$22.6 million carry forward indefinitely.

Utilization of net operating loss and tax credit carryforwards may be subject to an annual limitation due to

ownership change limitations provided by the Internal Revenue Code and similar state provisions. Annual limitations may

result in expiration of net operating loss and tax credit carryforwards before some or all of such amounts have been

utilized.

We adopted the provision of the standard for accounting for uncertainties in income taxes on January 1,

2007. Upon adoption, we recognized no material adjustment in the liability for unrecognized tax benefits. At December 31,

2025, we had approximately$28.8 million of unrecognized tax benefits, none of which would currently affect our effective

tax rate if recognized due to our net deferred tax assets being fully offset by a valuation allowance.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in

thousands):

If applicable, we would classify interest and penalties related to uncertain tax positions in income tax

expense. Through December 31, 2025, there has been no interest expense or penalties related to unrecognized tax benefits.

We do not currently expect any significant changes to unrecognized tax benefits during the fiscal year

ended December 31, 2025. In certain cases, our uncertain tax positions are related to tax years that remain subject to

examination by the relevant tax authorities. Tax years for which we have carryforward net operating loss and credit

attributes remain subject to examination by federal and most state tax authorities.

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law in the United States. This

comprehensive tax legislation contains a broad range of tax reforms, including provisions that allow for the immediate

expensing of domestic research and development expenses, restore and make permanent 100% bonus depreciation for

qualifying assets, and ease limitations on the deductibility of interest expense. The legislation has multiple effective dates,

with certain provisions taking effect in 2025 and others being implemented through various future years. We have

accounted for the provisions of the OBBBA in our consolidated financial statements. The changes did not impact income

taxes due to its cumulative tax loss and tax effect of a full valuation allowance against those balances.

14. CONSOLIDATED STATEMENTS OF CASH FLOWS DATA

15. SEGMENT REPORTING

We are currently developing therapies for the treatment of hematologic malignancies. To date, our only

source of product revenue has been from U.S. sales of RYTELO, which began shipping to customers in June 2024.

Additionally, we have generated insignificant royalty and license fee revenue under agreements that out-license technology

to various companies.

For the year ended December 31, 2025, we have identifiedone operating and reportable segment. We

define our operating segments based on internally reported financial information that is regularly reviewed by the Chief

Operating Decision Maker or CODM to analyze financial performance, make decisions, and allocate resources. Our Chief

Executive Officer is the CODM.

The CODM reviews the segment's profit or loss based on net (loss) income reported on the consolidated

statement of operations and comprehensive (loss) income and considers forecast-to-actuals variances on a quarterly basis

for expenses that are deemed significant. Further, the CODM reviews the segment's assets based on total assets reported on

the consolidated balance sheet. All long-lived assets are held in the U.S. Further, the CODM reviews the segment's assets

based on total assets reported on the consolidated balance sheet. All long-lived assets are held in the United States.

Our CODM views specific categories within research and development expenses and selling, general and

administrative expenses as significant given the correlation between cash burn and profitability. The following table

reconciles reported revenues to net (loss) income under the significant expense principle for the year ended December 31,

2025 and 2024:

*Other segment expenses includes stock-based compensation expense and other general and administrative expenses

largely resulting from personnel costs for individuals in administrative functions and legal and professional fees.

Accordingly, the Company consists of a single operating and reportable segment and the consolidated financial statements

and notes thereto are presented as a single reportable segment.

16. RESTRUCTURING

In December 2025, the board of directors approved a workforce reduction representing approximately one-third of

our workforce prior to the reduction in headcount. We incurred approximately$17.0 million in restructuring and

restructuring-related charges, primarily consisting of one-time employee severance payments, healthcare and related

benefits, and other employee-related costs. The charges were recorded within restructuring charges line item within the

consolidated statements of operations. We estimate the workforce reduction will be substantially completed in the first

quarter of 2026. There wereno restructuring charges in 2024 or 2023.

17. SUBSEQUENT EVENTS

Pharmakon Loan Agreement Amendment

On January 5, 2026, we entered into the First Amendment to the Loan Agreement (the “First Amendment”)

with Lenders and Biopharma Credit PLC. Pursuant to the First Amendment, the date for requesting the Tranche B Loan

and the Tranche C Loan was extended from December 31, 2025 to July 30, 2026. The amendment also extended the

Makewhole Date from November 1, 2026 to May 1, 2027. See Note 10 on Debt for additional information on the

Pharmakon Loan Agreement.

2026 Sales Agreement

On February 27, 2026, we entered into a sales agreement, or the 2026 Sales Agreement, with TD Securities

(USA) LLC, or TD Cowen, pursuant to which we may issue and sell shares of our common stock having an aggregate

offering price of up to$150 million from time to time through TD Cowen as the sales agent. We will pay TD Cowen an

aggregate commission rate equal to up to 2.5% of the gross proceeds of the sales price per share for common stock sold

through TD Cowen under the 2026 Sales Agreement. We are not obligated to make any sales of common stock under the

2026 Sales Agreement. Our previous 2023 Sales Agreement with B. Riley Securities, dated November 1, 2023, was

terminated in January 2026.