GERON CORP

RYTELO® and other trademarks or service marks of Geron Corporation appearing in this Annual Report on Form 10-K

(this "Report") are the property of Geron Corporation. This Report contains additional trade names, trademarks and service

marks of others, which are the property of their respective owners. We do not intend our use or display of other companies’

trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other

companies.

In this Report, unless otherwise indicated or the context otherwise requires, “Geron,” “the registrant,” “we,” “us,” and

“our” refer to Geron Corporation, a Delaware corporation, and its wholly owned subsidiaries, Geron UK Limited, a United

Kingdom company, and Geron Netherlands, B.V., a Dutch company.

Forward‑Looking Statements

This Report, including “Business” in Part I, Item 1 of this Report and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Report, contains forward‑looking

statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect,

could cause the results of Geron Corporation, or Geron or the Company, to differ materially from those expressed or

implied by such forward‑looking statements. All statements other than statements of historical fact are statements that

could be deemed forward‑looking statements. In some cases, forward‑looking statements can be identified by the use of

terminology such as “may,” “expects,” “plans,” “intends,” “will,” “should,” “could,” “projects,” “believes,” “predicts,”

“anticipates,” “estimates,” “potential,” “seek,” or “continue” or the negative thereof or other comparable terminology. The

risks and uncertainties referred to above include, without limitation, risks and uncertainties related to: (a) whether we are

successful in commercializing RYTELO (imetelstat) for the treatment of certain patients with lower-risk myelodysplastic

syndromes, or lower-risk MDS, with transfusion dependent anemia; (b) whether the U.S. Food and Drug Administration, or

FDA, or European Commission, or EC, will approve RYTELO for other indications on the timelines that may be expected,

or at all; (c) our pursuit of paths to make RYTELO available to eligible patients with lower-risk MDS outside of the U.S.,

including in the European Union, or EU; (d) whether we overcome potential delays and other adverse impacts caused by

enrollment, clinical, safety, efficacy, technical, scientific, intellectual property, manufacturing and regulatory challenges in

order to have the financial resources for and meet expected timelines and planned milestones; (e) whether regulatory

authorities permit the further development of imetelstat on a timely basis, or at all, without any clinical holds; (f) whether

RYTELO may cause, or have attributed to it, adverse events that could delay or prevent the commencement and/or

completion of clinical trials, impact its regulatory approval, or limit its commercial potential; (g) whether the IMpactMF

Phase 3 trial for relapsed/refractory myelofibrosis, or R/R MF, has a positive outcome and demonstrates safety and

effectiveness to the satisfaction of the FDA and international regulatory authorities, and whether our projected rates for

death events differ from actual rates, which may cause the planned interim and final analyses to occur later than

anticipated; (h) whether any future safety or efficacy results of RYTELO treatment cause its benefit-risk profile to become

unacceptable; (i) whether imetelstat actually demonstrates disease-modifying activity in patients and the ability to target the

malignant stem and progenitor cells of the underlying disease; (j) whether we meet our post-marketing requirements and

commitments for RYTELO; (k) whether there are failures or delays in manufacturing or supplying sufficient quantities of

RYTELO or other clinical trial materials that impact commercialization of RYTELO or the continuation of the IMpactMF

trial and other clinical trials; (l) whether we are able to establish and maintain effective sales, marketing and distribution

capabilities, obtain adequate coverage and third-party payor reimbursement, and achieve adequate acceptance in the

marketplace; (m) whether we are able to obtain and maintain the exclusivity terms and scopes provided by patent and

patent term extensions, regulatory exclusivity, and have freedom to operate; (n) that we may be unable to successfully

commercialize RYTELO due to competitive products, or otherwise; (o) that we may not be able to establish partnerships to

commercialize RYTELO in the international markets where RYTELO may be approved for marketing; (p) whether we

stay in compliance with and satisfy our obligations under our debt and synthetic royalty agreements; and (q) the impact of

general economic, industry or political climate in the U.S. or internationally and the effects of macroeconomic conditions

on our business and business prospects, financial condition and results of operations; as well as other risks that are

described herein and that are otherwise described from time to time in our Securities and Exchange Commission reports

including, but not limited to, the factors described in “Risk Factors,” in Part I, Item 1A of this Report. Geron assumes no

obligation for and except as required by law, disclaims any obligation to update these forward‑looking statements to reflect

future information, events or circumstances.

Below is a summary of material factors that make an investment in our common stock speculative or risky.

Importantly, this summary does not address all of the risks and uncertainties that we face. You should understand that it is

not possible to predict or identify all such factors. Consequently, you should not consider this summary to be a complete

discussion of all potential risks or uncertainties that may substantially impact our business. Additional discussion of the

risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be

found under “Risk Factors” in Part I, Item 1A of this Report. The summary below is qualified in its entirety by that more

complete discussion of such risks and uncertainties. Moreover, we operate in a competitive and rapidly changing

environment. New factors emerge from time to time and it is not possible to predict the impact of all of these factors on our

business, financial condition or results of operations. You should consider carefully the risks and uncertainties described

under “Risk Factors” in Part I, Item 1A of this Report as part of your evaluation of an investment in our common stock.

Risks Related to the Commercialization of RYTELO® (Imetelstat)

•Our near-term prospects are wholly dependent on RYTELO. We have limited experience

with the commercialization of RYTELO, and if we are unable to successfully

commercialize RYTELO in the U.S. for lower-risk MDS, or to expand its indication of use,

our ability to generate meaningful revenue or achieve profitability will be materially and

adversely affected.

•Although we have established commercial operations and sales, marketing and distribution

infrastructure for RYTELO, we have limited experience in sustaining and scaling these

operations and our commercialization efforts may be unsuccessful or less successful than

anticipated.

•If we are unable to continue to execute on our sales, marketing and distribution plans to

commercialize RYTELO, we may be unable to generate meaningful product revenue.

•We face competition from existing products, product candidates and technologies, and

competitors may develop new products and technologies. If these products, product

candidates or technologies are deemed by the healthcare community to be superior to or

more cost-effective than RYTELO, it would significantly impact the development and

commercial viability of RYTELO, which would severely and adversely affect our financial

results, business and business prospects, and the future of RYTELO, and might cause us to

cease operations.

•We will be subject to pricing and reimbursement regulations in the European Union, or EU,

which may materially affect our ability to commercialize and receive reimbursement

coverage for RYTELO in the EU.

Risks Related to Regulatory Approval of RYTELO

•We may be unable to maintain regulatory approvals for RYTELO in the U.S. and the EU

for lower-risk MDS, which would severely and adversely affect our business and business

prospects, and might cause us to cease operations.

•Our regulatory approval for RYTELO in the U.S. and in the EU for certain patients with

lower-risk MDS is subject to post-marketing requirements and commitments, and we may

be subject to penalties or product withdrawal if we fail to comply with these regulatory

requirements and commitments, or if we experience unanticipated problems with RYTELO.

Risks Related to Compliance with Healthcare Laws

•Our relationships with healthcare providers, including physicians and third-party payors,

the methods by which we promote RYTELO, and the content of our promotional materials

and programs, are subject to applicable promotional, anti-kickback, fraud and abuse, and

other healthcare laws and regulations, and our failure to comply with these laws could

expose us to criminal sanctions, civil penalties, exclusion from federal health care

programs, contractual damages, reputational harm and may adversely affect our business

and financial results.

Risks Related to the Further Development of Imetelstat

•We cannot be certain that we will be able to continue to develop imetelstat or advance it in

clinical trials, or that we will be able to receive regulatory approval for imetelstat in any

other indications in the U.S., the EU or any other region, on a timely basis or at all.

•RYTELO may cause, or have attributed to it, undesirable or unintended side effects or other

adverse events that could halt or limit its further commercialization, delay or prevent its

regulatory approval in any other jurisdiction or indication, or cause us to delay or terminate

our clinical trials.

•Results and data we disclosed from prior non-clinical studies and clinical trials, as well as

any data disclosed as a result of an interim analysis, may not predict success in later clinical

trials or the final analysis, and we cannot assure you that any ongoing or future clinical

trials of imetelstat, including IMpactMF, will lead to similar results and data that could

potentially enable us to obtain any further regulatory approvals.

Risks Related to Manufacturing RYTELO (Imetelstat)

•Failure by us to maintain a manufacturing supply chain to appropriately and adequately

supply RYTELO for commercial and future clinical uses would adversely affect our ability

to commercialize RYTELO and result in a further delay in or cessation of clinical trials, and

our business and business prospects could be severely harmed, and we could cease

Risks Related to Our Operating Results, Financial Position and Need for Additional Capital

•We have a history of net losses and may not achieve consistent future profitability for some

time, if ever.

•Our failure to obtain additional capital, if and when needed, would force us to further delay,

reduce or eliminate the further development of RYTELO, or to halt the commercialization

of RYTELO, any of which would severely and adversely affect our financial results,

business and business prospects, and might cause us to cease operations.

Risks Related to Our Indebtedness and Royalty Payment Obligations

•Our level of indebtedness and debt service obligations could adversely affect our financial

condition and may make it more difficult for us to fund our operations, including by

limiting our operating and financial flexibility.

Risks Related to Protecting Our Intellectual Property

•If we are unable to obtain and maintain sufficient intellectual property protection and

relevant regulatory exclusivities for RYTELO, both in the U.S. and in other countries, our

competitors could develop and commercialize products similar or identical to RYTELO,

and our ability to successfully commercialize RYTELO may be adversely affected.

Risks Related to Managing Our Growth and Other Business Operations

•Our strategic restructuring plan and the associated workforce reduction implemented in

December 2025 may not result in anticipated savings and long-term value creation, could

result in total costs and operating expenses that are greater than expected and could disrupt

our business.

•We and certain of our current and former officers and directors have been named as

defendants in securities class action lawsuits and derivative lawsuits. These lawsuits, and

potential similar or related lawsuits, are costly to defend, could result in substantial

damages, divert management’s time and attention from our business, and have a material

adverse effect on our results of operations.

Calculation of Aggregate Market Value of Non‑Affiliate Shares

For purposes of calculating the aggregate market value of shares of our common stock held by

non‑affiliates as set forth on the cover page of this Report, we have assumed that all outstanding shares are held by

non‑affiliates, except for shares held directly or indirectly by each of our executive officers and directors. In the case of 5%

or greater stockholders, we have not deemed any such stockholders to be affiliates given the lack of facts and

circumstances that would indicate that any such stockholders exercise, or have the ability to exercise, any control over

Geron. These assumptions should not be deemed to constitute an admission that all executive officers and directors are, in

fact, affiliates of Geron, or that there are no other persons who may be deemed to be affiliates of Geron. Further

information concerning shareholdings of our executive officers, directors and principal stockholders is incorporated by

reference in Part III, Item 12 of this Report.