DEF 14A of Geron Corp, Apr 7, 2026

DEF 14A of Geron Corp

Filed Apr 7, 2026 · FY20250000886744-26-000024

Open on EDGAR

  1. Class III Directors Nominees (Term Expiring at the 2026 Annual Meeting)

    Class III Directors Nominees (Term Expiring at the 2026 Annual Meeting)

  2. Class III Directors Nominees (Term Expiring at the 2026 Annual Meeting)

    | Susan M. Molineaux, Ph.D. AGE: 72 DIRECTOR SINCE: 2012 | Susan M. Molineaux, Ph.D. has served as a director of Geron since September 2012. Dr. Molineaux currently serves as the Executive Chair of Seranova Bio Inc., an early stage private therapeutics company, a position she has held since January 2026. Dr. Molineaux also served as the Chief Executive Officer at Para Therapeutics, Inc., from April 2023 to July 2025 and as a member of the board of directors of Repare Therapeutics Inc., a clinical-stage precision oncology company, from June 2023 to December 2025. Prior to her role at Para Therapeutics, Inc., Dr. Molineaux was Chief Executive Officer, President, and a member of the board of directors of Calithera Biosciences, Inc., since co-founding the company in June 2010 until March 2023. Dr. Molineaux previously served as a member of the boards of directors of Cyteir Therapeutics, Inc., a clinical-stage DNA repair and synthetic lethality company, from December 2020 until May 2023, and Theravance Biopharma, Inc., a biopharmaceutical company, from April 2015 to April 2022. Before she co-founded Calithera Biosciences, Dr. Molineaux co-founded Proteolix, Inc., a privately-held oncology-oriented biopharmaceutical company, where she served as Chief Scientific Officer from December 2003 to December 2005, Chief Executive Officer from January 2006 to January 2009, and again as Chief Scientific Officer from February 2009 until Proteolix’s acquisition by Onyx Pharmaceuticals, Inc., a global oncology-oriented biopharmaceutical company, in November 2009. Previously, Dr. Molineaux held several senior management positions in the biopharmaceutical industry, including Vice President of Biology at Rigel Pharmaceuticals, Inc., a biopharmaceutical company focused on inflammatory and autoimmune diseases; Vice President of Biology at Praelux, Inc., a biopharmaceutical company; and Vice President of Drug Development at Praecis Pharmaceuticals, Inc., an oncology-focused biopharmaceutical company. Dr. Molineaux also serves as a Scientific Advisor to Lightstone Ventures, a private life sciences investment company, since September 2016. Dr. Molineaux holds a B.S. in biology from Smith College, a Ph.D. in molecular biology from Johns Hopkins University, and completed a postdoctoral fellowship at Columbia University. | | | THE BOARD BELIEVES DR. MOLINEAUX’S EXTENSIVE EXPERIENCE IN PHARMACEUTICAL AND ONCOLOGY DRUG DEVELOPMENT, HER EXPERTISE IN MANAGING AND CONDUCTING CLINICAL TRIALS, AS WELL AS HER KNOWLEDGE OF THE BIOTECHNOLOGY INDUSTRY AND BUSINESS, AND HEALTHCARE RELATED ISSUES, COMBINED WITH HER EXPERIENCE AS AN EXECUTIVE OFFICER AND DIRECTOR OF PUBLICLY TRADED BIOTECH AND PHARMACEUTICAL COMPANIES, PROVIDES GREAT VALUE TO THE BOARD AND CONTRIBUTES SIGNIFICANTLY TO DISCUSSIONS AND DECISION-MAKING, WHICH QUALIFIES HER TO BE ELECTED AS A DIRECTOR. |

  3. Class III Directors Nominees (Term Expiring at the 2026 Annual Meeting)

    | Patricia S. Andrews AGE: 68 DIRECTOR SINCE: 2026 | Patricia S. Andrews has served as a director of Geron since March 2026. Ms. Andrews also serves as a member of the Board of Directors of Glenmark Pharmaceuticals Limited, a global pharmaceutical company, and as a director of its wholly-owned subsidiary, Ichnos Glenmark Innovation (IGI), a clinical-stage oncology research and development company, positions she has held since August 2025. She has served as a member of the Board of Directors of Oncolytics Biotech Inc., a clinical-stage oncology company, since January 2024. She previously served as a member of the Board of Directors and as a member of the Audit Committee of GlycoMimetics, Inc., a clinical-stage biopharmaceutical company focused on oncology, from June 2017 until June 2025, when GlycoMimetics was combined with Crescent Biopharma. Ms. Andrews served as Chief Executive Officer of Sumitomo Pharma Oncology, Inc. (formerly Boston Biomedical, Inc.), a clinical-stage biopharmaceutical company focused on the treatment of hematological malignancies and solid tumors, and as an Executive Officer of its parent company, Sumitomo Pharma Co., Ltd., from April 2017 to June 2023. Ms. Andrews was also the Global Head of Oncology for Sumitomo Pharma Co., Ltd. from June 2020 to June 2023. Prior to her appointment as Chief Executive Officer, Ms. Andrews joined Boston Biomedical in November 2013 as Executive Vice President and Chief Commercial Officer, and was promoted to Chief Operating Officer in 2015 before assuming the chief executive role. Prior to joining Sumitomo Pharma Oncology and its predecessor, Ms. Andrews served as Executive Vice President and Chief Commercial Officer at Incyte Corporation from October 2008 to August 2012. Prior to Incyte, Ms. Andrews held roles of increasing responsibility at Pfizer Inc. from 1991 to 2008, including as Vice President and General Manager of the U.S. Oncology Business Unit and Vice President, Specialty Markets. Ms. Andrews holds an M.B.A. with a focus on Finance from the University of Michigan (Ann Arbor) and a B.A. in History and Political Science from Brown University. | | | THE BOARD BELIEVES MS. ANDREWS' EXTENSIVE EXPERIENCE AS AN EXECUTIVE OFFICER IN ONCOLOGY-FOCUSED BIOPHARMACEUTICAL ORGANIZATIONS, HER EXPERTISE IN BUILDING AND LEADING COMMERCIAL OPERATIONS AND EXECUTING MAJOR LICENSING TRANSACTIONS, AS WELL AS HER KNOWLEDGE OF DRUG DEVELOPMENT, CLINICAL TRIAL MANAGEMENT, AND HEALTHCARE-RELATED ISSUES, COMBINED WITH HER EXPERIENCE AS A DIRECTOR OF MULTIPLE PUBLICLY TRADED BIOPHARMACEUTICAL COMPANIES, PROVIDES GREAT VALUE TO THE BOARD AND QUALIFIES HER TO BE ELECTED AS A DIRECTOR. |

  4. Class III Directors Nominees (Term Expiring at the 2026 Annual Meeting)

    | Constantine Chinoporos AGE: 59 DIRECTOR SINCE: 2026 | Constantine Chinoporos has served as a director of Geron since March 2026. Mr. Chinoporos served as Chief Operating Officer and Chief Business Officer at Applied Therapeutics, Inc., a biopharmaceutical company focused on the treatment of rare metabolic and neuropathic diseases, from December 2023 to February 2026, until the sale of the company to Cycle Pharmaceuticals. Prior to his role at Applied Therapeutics, Mr. Chinoporos served as Chief Business Officer at Albireo Pharmaceuticals, Inc., a rare disease company focused on the treatment of liver diseases, from December 2021 until Albireo's acquisition by Ipsen S.A. in March 2023. Prior to joining Albireo, Mr. Chinoporos served as Chief Business Officer at Boston Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, from November 2015 to October 2021. Prior to that, he held senior positions in worldwide licensing, business development, corporate development, corporate finance and alliance management at Sanofi S.A., Genzyme Corporation, and Eli Lilly and Company. Mr. Chinoporos currently serves as a strategic advisor to Apollo Therapeutics Ltd., a role he has held since February 2023. He served as a member of the Board of Directors and Chair of the Compensation Committee of Elektrofi, Inc., a private drug delivery company acquired by Halozyme Therapeutics, Inc., from December 2019 to November 2025. Mr. Chinoporos holds an M.B.A. from the Johnson Graduate School of Management at Cornell University and a B.A. in History from Cornell University. | | | THE BOARD BELIEVES MR. CHINOPOROS' EXTENSIVE EXPERIENCE IN BIOPHARMACEUTICAL BUSINESS DEVELOPMENT, CORPORATE STRATEGY, AND MAJOR STRATEGIC TRANSACTIONS, HIS EXPERTISE IN SOURCING, STRUCTURING, AND CLOSING LICENSING AND ACQUISITION TRANSACTIONS ACROSS BOTH LARGE PHARMACEUTICAL AND EMERGING BIOTECHNOLOGY ORGANIZATIONS, AS WELL AS HIS KNOWLEDGE OF COMMERCIAL OPERATIONS, ALLIANCE MANAGEMENT, AND HEALTHCARE-RELATED ISSUES, PROVIDES GREAT VALUE TO THE BOARD AND QUALIFIES HIM TO BE ELECTED AS A DIRECTOR. |

  5. Class III Directors Nominees (Term Expiring at the 2026 Annual Meeting)

    The Board of Directors unanimously recommends that stockholders vote FOR the election of each of the Class III director nominees named herein to the Board of Directors. Members of the Board of Directors Continuing in office after the Annual Meeting Set forth below is a brief biography of each continuing director composing the remainder of the Board with terms expiring as shown, including the periods during which they have served as a director of Geron, and information they have provided as to their principal occupations and public company directorships. The biographies below also include a discussion of the specific experience, qualifications, attributes or skills of each continuing director that led the Nominating and Corporate Governance Committee and the Board to conclude, as of the date of this Proxy Statement, that the applicable director should continue to serve as a director.

  6. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    Class I Directors (Term Expiring at the 2027 Annual Meeting)

  7. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    | John F. McDonald AGE: 65 DIRECTOR SINCE: 2022 | John F. McDonald has served as a director of Geron since September 2022. Since October 2018, Mr. McDonald has served as Vice President, Business Development and Mergers and Acquisitions, for Novo Nordisk A/S, a global pharmaceutical company, where he leads business development and merger and acquisition activities, investment strategies and participates in the creation of research, early development, and therapeutic pipeline diversification and augmentation strategies. From 2011 to 2018, Mr. McDonald was Vice President, Business Development, at Biogen Inc., a biopharmaceutical company, where he led business development and negotiated numerous strategic alliances, licenses and acquisitions. From 2006 to 2011, Mr. McDonald served as Managing Director at MPM Capital LP, an investment firm, where he served as the primary business development and asset strategy resource for multiple portfolio companies. Prior to 2006, Mr. McDonald held business development, corporate strategy, and legal roles of increasing responsibility at various biopharmaceutical companies, including at Millennium Pharmaceuticals Inc., a biotechnology company (now a Takeda Oncology Company, a pharmaceutical company), Genzyme Corp., a biopharmaceutical company (now part of Sanofi, a pharmaceutical company) and Genentech, Inc., a biopharmaceutical company (now a member of the Roche Group, a pharmaceutical company). In those roles, Mr. McDonald developed relationships with numerous academic institutions, as well as biotechnology and pharmaceutical companies of all stages. Mr. McDonald holds a J.D. from the University of California College of the Law, San Francisco and an M.B.A. and B.S. from the Haas School of Business, University of California, Berkeley. | | | THE BOARD BELIEVES MR. MCDONALD’S EXTENSIVE EXPERIENCE IN BUSINESS DEVELOPMENT RELATED TO PHARMACEUTICAL PRODUCTS, AS WELL AS HIS DEEP UNDERSTANDING OF CREATING STRATEGIC RELATIONSHIPS IN THE PHARMACEUTICAL INDUSTRY, QUALIFIES MR. MCDONALD TO SERVE AS A DIRECTOR. |

  8. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    | Harout Semerjian AGE: 55 DIRECTOR SINCE: 2025 | Harout Semerjian, has served as director of Geron and as our President and Chief Executive Officer since August 2025. Since October 2023, Mr. Semerjian has also served as a member of the board of directors at the Biotechnology Innovation Organization. Previously, Mr. Semerjian served as President and Chief Executive Officer of GlycoMimetics, Inc., a late-stage clinical biotechnology company subsequently merged with Crescent Biopharma, Inc., from August 2021 until February 2025. He also previously served on the board of directors of GlycoMimetics. From June 2020 to July 2021, Mr. Semerjian served as an independent healthcare consultant at Emerge Bio Consulting, advising private equity firms on healthcare investment projects. Mr. Semerjian served as President and Chief Executive Officer of Immunomedics Inc., a biotechnology company specializing in antibody-drug conjugates for cancer treatment, from April 2020 to May 2020, prior to its acquisition by Gilead Sciences, Inc. From March 2018 to April 2020, Mr. Semerjian served as Executive Vice President, Chief Commercial Officer of Ipsen Pharma, a global, pharmaceutical company focusing on areas of high unmet medical need, leading and executing Ipsen’s global commercial strategy and functions across oncology, neurosciences and rare diseases. From February 2017 to February 2018, he served as President and Head of Ipsen’s Specialty Care International Region & Global Franchises. From 1994 to January 2017, Mr. Semerjian held several commercial, marketing and sales positions of increasing responsibility within Novartis Pharmaceuticals, a global pharmaceutical company, including serving as Senior Vice President and Global Launch Leader for KISQALI®, in regional vice president hematology and oncology roles in the U.S., MENA and the Nordics, and as global brand director for Gleevec®, as well as for Merck, a global pharmaceutical company, and Solvay, a multinational chemical and materials company. Mr. Semerjian holds an MBA from Cornell University and Queen's University in Canada, and a B.S. in Biology from Lebanese American University. | | | THE BOARD BELIEVES MR. SEMERJIAN’S DEEP COMMERCIAL AND HEMATOLOGY EXPERTISE, BROAD LEADERSHIP EXPERIENCE, AND GLOBAL PERSPECTIVE QUALIFY MR. SEMERJIAN TO SERVE AS A DIRECTOR. |

  9. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    | Robert J. Spiegel, M.D., FACP AGE: 76 DIRECTOR SINCE: 2010 | Robert J. Spiegel, M.D., FACP, has served as a director of Geron since May 2010. Dr. Spiegel currently serves as an Associate Professor at the Weill Cornell Medical School, a Senior Advisor to Warburg Pincus, a private equity firm, and an advisor to the Israel Biotech Fund, a venture investment fund. He is also a member of the boards of directors of Ayala Pharmaceuticals, a clinical-stage oncology company, since December 2017, and RenovoRx, a clinical-stage oncology company, since April 2023. In the last five years, he has previously served as a director for Athenex, a biopharmaceutical company, from August 2020 to September 2023, and Cyclacel Pharmaceuticals, Inc., a biopharmaceutical company developing targeted medicines for cancer and other proliferative diseases, from September 2018 to January 2025. From March 2011 to April 2016, Dr. Spiegel served as Chief Medical Officer of PTC Therapeutics, Inc., a biopharmaceutical company focused on discovering and developing treatments for rare disorders. In 2009, after 26 years with the Schering-Plough Corporation (now Merck & Co.), a global healthcare company, Dr. Spiegel retired as Chief Medical Officer and Senior Vice President of the Schering-Plough Research Institute, the pharmaceutical research arm of the Schering-Plough Corporation. His career at Schering-Plough involved various positions, including Director of clinical research for oncology, Vice President of clinical research, and Senior Vice President of worldwide clinical research. Following a residency in internal medicine, Dr. Spiegel completed a fellowship in medical oncology at the National Cancer Institute, and from 1981 to 1999 he held academic positions at the National Cancer Institute and New York University Cancer Center. Dr. Spiegel holds a B.A. from Yale University and an M.D. from the University of Pennsylvania. | | | THE BOARD BELIEVES DR. SPIEGEL’S EXTENSIVE MEDICAL EXPERIENCE DEVELOPING ONCOLOGY PRODUCTS, HIS DEEP UNDERSTANDING OF PHARMACEUTICAL RESEARCH AND DEVELOPMENT, AND BROAD EXPERTISE IN GAINING REGULATORY APPROVAL FOR DRUG CANDIDATES, ENHANCES THE BOARD’S ABILITY TO CRITICALLY ASSESS THE PROGRESS AND POTENTIAL OF RYTELO, AND QUALIFIES DR. SPIEGEL TO SERVE AS A DIRECTOR. |

  10. Class II Directors (Term Expiring at the 2028 Annual Meeting)

    Class II Directors (Term Expiring at the 2028 Annual Meeting)

  11. Class II Directors (Term Expiring at the 2028 Annual Meeting)

    | Dawn C. Bir AGE: 55 DIRECTOR SINCE: 2019 | Dawn C. Bir has served as a director of Geron since March 2019 and as our Interim President and Chief Executive Officer from March until August 2025. Ms. Bir has served as a member of the board of directors of Cassava Sciences, Inc., a biotechnology company focused on developing novel, investigational treatments for central nervous system disorders, since October 2025, and of Soleno Therapeutics, Inc., a biopharmaceutical company developing novel therapeutics for the treatment of rare diseases, since August 2024. Previously, Ms. Bir served as the Chief Commercial Officer of Reata Pharmaceuticals, Inc., a biopharmaceutical company where she led marketing, market access, sales, and commercial operations, from September 2016 until Reata’s acquisition by Biogen, Inc. in September 2023. From February 2013 to September 2016, Ms. Bir served as Vice President of Sales with Pharmacyclics LLC, an AbbVie company, where she built and led their first hematology national sales organization, and was responsible for the launch of IMBRUVICA® in the United States and Puerto Rico. From October 2011 to February 2013, Ms. Bir served as Vice President of Sales & Marketing of SKY Pharmaceuticals Packaging, Inc. & Rx Pak, a unit within the U.S. pharmaceutical and specialty solutions division of McKesson Corporation, a global healthcare company, where she was responsible for two companies and revenue centers, and led multiple functions, including sales, marketing, contract management, project management and customer service. From 1996 to October 2011, Ms. Bir held several commercial and sales positions of increasing responsibility within Genentech, Inc., a member of the Roche Group, a global pharmaceutical company, and Bristol Myers Squibb Company, a global pharmaceutical company. Ms. Bir holds a B.S. in Biology from Binghamton University. | | | THE BOARD BELIEVES MS. BIR’S EXTENSIVE COMMERCIAL, SALES AND MARKETING EXPERTISE, INCLUDING WITH HEMATOLOGY-ONCOLOGY PRODUCTS, BROADENS THE BOARD’S ABILITY TO ADVISE ON, EVALUATE AND ANALYZE THE COMPANY’S COMMERCIALIZATION ACTIVITIES FOR RYTELO, ESPECIALLY IN THE UNITED STATES, AS WELL AS TO PROVIDE INSIGHTS INTO THE COMPETITIVE LANDSCAPE OF OTHER HEMATOLOGY-ONCOLOGY PRODUCTS. THIS KNOWLEDGE AND EXPERIENCE, TOGETHER WITH HER STRONG LEADERSHIP ABILITY AS AN EXECUTIVE IN THE HEALTHCARE INDUSTRY AND AS MANAGEMENT’S REPRESENTATIVE ON THE BOARD, QUALIFY MS. BIR TO SERVE AS A DIRECTOR. |

  12. Class II Directors (Term Expiring at the 2028 Annual Meeting)

    | Elizabeth G. O’Farrell | Elizabeth G. O’Farrell has served as a director of Geron since March 2019 and as Chair of the Board since March 2025 and, prior to that time, as Lead Independent Director since May 2023. Ms. O’Farrell also serves as a member of the boards of directors of LENSAR, Inc., a global medical technology company, since February 2021, Genmab A/S, a global oncology company, since March 2022 and SpyGlass Pharma, Inc., a global ophthalmic therapeutics company, since August 2025. Previously, she served as a member of the board of directors of Inhibikase Therapeutics, a pharmaceutical company focused on treatments of neurological infections and neurodegenerative diseases, from March 2019 to September 2022. Ms. O’Farrell also served as a board member of the YMCA of Greater Indianapolis from 2006 until 2017, including as its chairperson from 2014 to 2016. In December 2017, Ms. O’Farrell retired from a 24-year career with Eli Lilly and Company, a global pharmaceutical company, where she held several senior management positions in finance and corporate governance, most recently serving as Chief Procurement Officer and Head of Global Shared Services from January 2012 to December 2017. Prior to that position, she also served as Senior Vice President, Policy and Finance; Senior Vice President, Finance; Chief Financial Officer, Lilly USA; Chief Financial Officer, Lilly Canada; and General Auditor. Before joining Eli Lilly, Ms. O’Farrell was an accountant with Boise Cascade Office Products, and served as an auditor at Whipple & Company, a professional accountancy firm, and Price Waterhouse, an international public accounting firm. Ms. O’Farrell holds a B.S. in accounting with honors and an M.B.A. in management information systems, both from Indiana University. | | AGE: 61 DIRECTOR SINCE: 2019 | MS. O’FARRELL’S SIGNIFICANT FINANCIAL, OPERATIONAL AND CORPORATE GOVERNANCE EXPERTISE STRENGTHENS THE BOARD’S COLLECTIVE KNOWLEDGE RELATED TO COMPLIANCE, FINANCIAL REPORTING AND INTERNAL CONTROLS. IN ADDITION, MS. O’FARRELL’S MANAGEMENT AND LEADERSHIP EXPERIENCE, GAINED THROUGH THE VARIOUS MANAGEMENT ROLES SHE HAS HELD, ALSO PROVIDES UNIQUE AND VALUABLE INSIGHTS TO THE BOARD REGARDING ORGANIZATIONAL DEVELOPMENT FOR A GROWING COMPANY, AS GERON CONTINUES TO ADVANCE AS A COMMERCIAL-STAGE COMPANY. THE BOARD BELIEVES MS. O’FARRELL’S KNOWLEDGE AND EXPERIENCE AS A SENIOR EXECUTIVE WITH A LONG TENURE AT A LARGE GLOBAL PHARMACEUTICAL COMPANY QUALIFY MS. O’FARRELL TO SERVE AS A DIRECTOR. |

  13. Class II Directors (Term Expiring at the 2028 Annual Meeting)

    Board Leadership and Governance We have an ongoing commitment to excellence in corporate governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our processes, policies and procedures in light of such developments. Key information regarding our corporate governance initiatives can be found on the Corporate Governance page under the Investors & Media section of our website at https://ir.geron.com, including our Corporate Governance Guidelines, Code of Conduct, Insider Trading Policy and the charters for our Audit, Compensation, and Nominating and Corporate Governance committees. We believe that our corporate governance policies and practices, including the substantial percentage of independent directors on our Board and the leadership provided by our Chair of the Board, Ms. O’Farrell, empower our independent directors to effectively oversee our management and provide an effective and appropriately balanced board governance structure.

  14. Director Compensation Table

    Director Compensation Table The following table provides compensation information for the 2025 fiscal year for each non-employee director of the Board who served in such capacity during the 2025 fiscal year, except for Ms. Bir. Dr. Scarlett served as our President and Chief Executive Officer and Chairman of the Board and until March 10, 2025. Dr. Scarlett did not receive any compensation for his Board service. Ms. Bir was appointed as our Interim President and Chief Executive officer on March 10, 2025 and served in such capacity until Mr. Semerjian was appointed President and Chief Executive Officer on August 1, 2025, effective August 7, 2025. Ms. Bir did not receive separate compensation for her service as a director during the time that she was serving as Interim President and Chief Executive Officer. All compensation received by Ms. Bir during the 2025 fiscal year for her service as a non-employee director and our Interim President and Chief Executive Officer is reported in the sub-section entitled “Summary Compensation Table.” Mr. Semerjian does not receive any compensation for his Board service.

  15. Director Compensation Table

    | Non-Employee Director | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Aggarwal, Gaurav | 55,938 | 163,674 | 219,612 | | Lawlis, V. Bryan | 69,558 | 163,674 | 233,232 | | McDonald, John | 68,125 | 163,674 | 231,799 | | Molineaux, Susan | 70,000 | 163,674 | 233,674 | | O'Farrell, Elizabeth | 118,736 | 163,674 | 282,410 | | Spiegel, Robert | 62,500(3) | 163,674 | 226,174 |

  16. Director Compensation Table

    (1)Consists of the annual retainer fee for service as a member of the Board of Directors or any Board committee. For further information concerning such fees, see the sub-section above entitled “Cash Compensation.” (2)Amounts do not reflect dollar amounts actually received by our non-employee directors and instead, in accordance with SEC rules, represent the aggregate grant date fair value of stock option awards granted to our non-employee directors during the 2025 fiscal year, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Refer to Note 11 of the consolidated financial statements in our Annual Report on Form 10-K for the 2025 fiscal year regarding assumptions underlying the valuation of stock option awards and the calculation method. For information regarding the aggregate number of stock option awards held by the non-employee directors of the Board as of December 31, 2025, see the sub-section entitled “Outstanding Equity Awards at Fiscal Year-End” below. (3)Includes fees paid in stock in lieu of cash through the issuance of an aggregate 22,073 shares of Common Stock under the Directors Market Value Plan.

  17. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth stock options outstanding for each non-employee director who served in such capacity during the 2025 fiscal year, except for Ms. Bir. Stock options outstanding for Ms. Bir are reported in the sub-section entitled “Executive Compensation - Outstanding Equity Awards at Fiscal Year End.”

  18. Outstanding Equity Awards at Fiscal Year-End

    | Non-Employee Director | Option Awards Outstanding as of December 31, 2025 | | Aggarwal, Gaurav | 246,667 | | Lawlis, V. Bryan | 1,016,000 | | McDonald, John | 685,000 | | Molineaux, Susan | 1,016,000 | | O'Farrell, Elizabeth | 966,000 | | Spiegel, Robert | 1,016,000 |

  19. Outstanding Equity Awards at Fiscal Year-End

    Proposal Two Approval of the Amendment and Restatement of Our 2018 Equity Incentive Plan We are asking our stockholders to approve the amendment and restatement of our 2018 Equity Incentive Plan (the “2018 Plan”) at the Annual Meeting to (i) increase the aggregate number of shares issuable under the 2018 Plan by 4,500,000 shares of our Common Stock and (ii) increase the aggregate maximum number of shares of our Common Stock available for issuance under the 2018 Plan pursuant to the exercise of incentive stock options by 9,000,000 shares of our Common Stock (such increases, together, the “Share Increase.”) We refer to the amendment and restatement of our 2018 Plan in this Proposal Two as the “Amended 2018 Plan,” attached hereto as Appendix A. A description of the material terms of the Amended 2018 Plan are summarized below. The key differences between the terms of the 2018 Plan and Amended 2018 Plan are as follows: • Increase Share Reserve. Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our Common Stock that may be issued under the Amended 2018 Plan will not exceed 109,955,419 shares, which is an increase of 4,500,000 shares over the current aggregate number of shares of that may be issued under the 2018 Plan. • Increase ISO Limit. Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our Common Stock that may be issued upon exercise of incentive stock options (“ISOs”) under the Amended 2018 Plan will be 219,910,838, which is an increase of 9,000,000 shares over the current maximum under the 2018 Plan. In March 2026, the Compensation Committee approved the Amended 2018 Plan, subject to approval of the Amended 2018 Plan from stockholders at this Annual Meeting, the Amended 2018 Plan will ensure that we can continue to grant equity awards in order to provide long-term incentives to current and future employees, non-employee directors and consultants. Our continued ability to offer equity awards under the 2018 Plan is critical to our ability to attract, motivate and retain qualified employees, non-employee directors and consultants, particularly as we continue to commercialize RYTELO and in light of the highly competitive market for talent in which we operate.

  20. Equity Awards Are a Key Component of Our Compensation Philosophy

    Equity Awards Are a Key Component of Our Compensation Philosophy Our Board believes that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate key personnel, non-employee directors and consultants because of the strong competition for highly trained and experienced individuals among biotechnology companies. In addition, because of the highly regulated and complex industry that we operate in, our success depends on our ability to attract and retain individuals with deep experience in our industry. Without such key personnel, non-employee directors and consultants, we might not achieve our development and commercialization plans. Therefore, the Board believes that the Amended 2018 Plan providing for the Share Increase is in the best interests of the Company and its stockholders and recommends a vote in favor of this Proposal 2. Approval of the Amended 2018 Plan by our stockholders will allow us to continue to attract and retain highly trained and experienced individuals who are critical to our success, through the grant of equity awards at levels determined appropriate by our Board or Compensation Committee. The Amended 2018 Plan will also allow us to utilize equity awards as long-term incentives to secure and retain the services of current and future employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for companies in the biotechnology industry. To date, we have relied significantly on equity awards in the form of stock option grants to attract and retain key employees, non-employee directors and consultants, all of whom are critical to our success. We believe the use of stock option grants strongly aligns the interests of our employees with those of our stockholders by placing a considerable proportion of our employees’ total compensation “at risk” because their compensation, in the form of stock options, is contingent on the appreciation in value of our Common Stock. In addition, we believe stock option grants encourage employee ownership in the Company and promote retention through the reward of long-term value accretion.

  21. The 2018 Plan Requires Additional Shares to Meet our Forecasted Equity Needs

    The 2018 Plan Requires Additional Shares to Meet our Forecasted Equity Needs We operate in a highly competitive industry and geographies for employee talent and do not expect required rates of compensation to decline. One alternative to using equity awards would be to significantly increase cash compensation. We do not believe this would be in our best interests or the best interests of our stockholders, because it would significantly impact our financial resources to continue to commercialize and develop RYTELO (imetelstat). As a biotechnology company with office locations in the San Francisco Bay Area and northern New Jersey and a significant employee presence in the Boston area, we believe that a combination of equity and cash compensation is more appropriate and preferable and meets the expected regional recruiting standards needed for us to attract, retain and motivate employees. Any significant increase in cash compensation in lieu of equity awards would reduce the cash otherwise available for us to meet our current operating plans, including the commercialization of RYTELO and continued development of imetelstat for additional indications. Furthermore, we do not believe a cash-oriented compensation program would provide the same value to us or our stockholders with respect to long-term employee retention or serve to align employees’ interests with those of our stockholders, in comparison to a program that includes equity awards. As described above, the 2018 Plan had 40,415,247 shares remaining available for grant as of March 26, 2026 (plus the Prior Plans’ Returning Shares (as defined and further described below under “Summary of the Amended 2018 Plan – Authorized Shares”) as such shares become available from time to time). Subject to adjustment for certain changes in our capitalization, if this Proposal 2 is approved by our stockholders, then under the 2018 Plan, we will have 4,500,000 new shares available for grant after our Annual Meeting for a total of approximately 44,915,247 shares available for grant after our Annual Meeting (based on shares available under the 2018 Plan as of March 26, 2026) (plus the Prior Plans’ Returning Shares (as defined and further described below under “Summary of the Amended 2018 Plan – Authorized Shares”) as such shares become available from time to time). In addition, our 2018 Inducement Award Plan (the “Inducement Plan”) allows us to grant equity awards to new employees as a material inducement to their joining the Company. Such grants to new employees assist us in meeting a portion of our equity compensation needs, but only with respect to a limited group. To meet our growing hiring needs, the Compensation Committee approved increases to the Inducement Plan share reserve of 5,000,000 shares, 1,300,000 shares, 800,000 shares, 5,000,000 shares, 1,000,000 shares, 5,000,000 shares, 13,900,000 shares and 5,300,000 shares in January 2019, February 2020, February 2021, May 2021, February 2022, July 2022, June 2023 and January 2025, respectively. We expect to hire additional employees as we continue to commercialize RYTELO, including highly trained individuals with experience in commercial functions, such as sales, marketing and analytics. As of March 26, 2026, 5,488,746 shares remained available for grant under the Inducement Plan. We currently intend to reserve the additional shares being requested under this Proposal 2 for issuance under our Amended 2018 Plan to meet our estimated near-term equity compensation needs for our current and future employees, non-employee directors and consultants. This estimate is based on a forecast that takes into account our anticipated rate of growth in hiring, required stock option grants under the Director Compensation Policy, and our historical forfeiture rates.

  22. We Carefully Manage the Use of Equity Awards, and the Size of our Share Reserve is Reasonable

    We Carefully Manage the Use of Equity Awards, and the Size of our Share Reserve is Reasonable Our compensation philosophy reflects broad-based eligibility for equity awards, and we grant stock options to all of our employees and non-employee directors. However, we recognize that stock options dilute existing stockholders, and, therefore, we responsibly manage the growth of our equity compensation program. In 2025, for example, we granted our employees a mix of restricted share units (“RSUs”) and stock options in order to reduce the dilutive effect of our equity compensation program, with the number of RSUs granted equal to one-half of the amount of stock options that each employee would have been granted. For our annual equity awards in February 2025, members of our executive management team were granted a ratio of 75% options and 25% RSUs, while all our other employees were granted a ratio of 50% options and 50% RSUs. We are committed to effectively monitoring the share reserves for our equity plans, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of stock options and RSUs necessary to attract, reward, and retain employees, non-employee directors and consultants. Despite the fact that many of our stock options have exercise prices greater than the closing price of our Common Stock, as reported by the Nasdaq Global Select Market on March 26, 2025, we have not repriced any stock options, and the current burn rate and stock options outstanding reflects the growth of the number of employees at the Company as we commercialize RYTELO, as well as key changes to our leadership team in 2025, including hiring our new President and Chief Executive Officer and our new Executive Vice President, Chief Commercial Officer, each of whom we would not have been able to recruit without market-competitive equity-based incentives. In 2025, 2024, and 2023, we recruited highly qualified and experienced professionals to drive each development function, including commercial, medical affairs, and market access to support the commercialization of RYTELO, as well as functions such as clinical operations, regulatory affairs, clinical science, biometrics and data management, manufacturing, quality, translational research, program management, to support the commercialization and continued development of RYTELO. The table below provides certain information regarding our equity incentive program.

  23. Equity Awards Outstanding and Overhang

    Equity Awards Outstanding and Overhang

  24. Equity Awards Outstanding and Overhang

    | | As of March 26, 2026 | | | Total number of shares of Common Stock subject to outstanding stock options | 92,829,777 | | | Weighted-average exercise price of outstanding stock options | $1.99 | [●] | | Weighted-average remaining term of outstanding stock options | 6.38 years | | | Total number of shares of Common Stock subject to outstanding full value awards | 2,157,934 | | | Total number of shares of Common Stock available for grant under the 2018 Plan(1) | 40,415,247 | | | Total number of shares of Common Stock available for grant under the Inducement Plan(1) | 5,488,746 | | | Total number of shares of Common Stock outstanding | 640,900,330 | | | Per-share closing price of Common Stock as reported on the Nasdaq Global Select Market | $1.54 | [●] |

  25. Equity Awards Outstanding and Overhang

    (1) As of March 26, 2026, there were no shares of Common Stock available for grant under any of our equity incentive plans, other than the 2018 Plan and the Inducement Plan,

  26. Burn Rate

    | | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | | Total number of shares of Common Stock subject to stock options granted | 35,540,000 | 29,603,740 | 20,855,230 | | Total number of shares of Common Stock subject to full value awards granted | 5,336,250 | — | — | | Weighted-average number of shares of Common Stock outstanding | 666,662,989 | 646,033,247 | 570,645,405 | | Burn rate | 6.13% | 4.58% | 3.65% |

  27. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    The Amended 2018 Plan Incorporates Good Compensation and Governance Practices The Amended 2018 Plan includes many provisions designed to protect our stockholders’ interests and to reflect corporate governance best practices. • Administration by the Board or an independent committee of the Board. The Amended 2018 Plan is administered by our Board, which may delegate authority to administer the Amended 2018 Plan to an independent Board committee. The Board has delegated authority to administer the Amended 2018 Plan to the Compensation Committee, which consists of three “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board retains the authority to concurrently administer the Amended 2018 Plan and may, at any time, revest in the Board some or all of the powers previously delegated to the Compensation Committee or any other committee. • Repricing is not allowed without stockholder approval. The Amended 2018 Plan prohibits the repricing of outstanding stock options and stock appreciation rights, and the cancellation of any outstanding stock options or stock appreciation rights that have an exercise or strike price greater than the then-current fair market value of our Common Stock in exchange for cash or other stock awards under the Amended 2018 Plan, without prior stockholder approval. • Stockholder approval is required for additional shares or any material amendment. The Amended 2018 Plan does not contain an annual “evergreen” provision. The Amended 2018 Plan authorizes a fixed number of shares, so that stockholder approval is required to reserve any additional shares, allowing our stockholders to have direct input on our equity compensation program. Consistent with Nasdaq rules, the Amended 2018 Plan requires stockholder approval of any material revisions to the Amended 2018 Plan. In addition, certain other amendments to the Amended 2018 Plan require stockholder approval. • Awards subject to forfeiture/clawback. Awards granted under the Amended 2018 Plan are subject to recoupment in accordance with any clawback provisions in a participant’s employment agreement or other agreement with the Company, or our Clawback Policy, which was adopted by our Compensation Committee in November 2023 in compliance with the requirements of the SEC and the listing standards of the Nasdaq Stock Market. In addition, we may impose other clawback, recovery or recoupment provisions in a stock award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause. • No liberal change in control definition. The change in control definition in the Amended 2018 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the 2018 Plan to be triggered. • No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the Amended 2018 Plan must have an exercise or strike price equal to or greater than the fair market value of our Common Stock on the date the stock option or stock appreciation right is granted. • No liberal share counting or recycling of appreciation awards. The following shares are not available again for issuance under the Amended 2018 Plan: (i) shares underlying stock options or stock appreciation rights that are reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award; (ii) shares underlying stock options or stock appreciation rights that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award; and (iii) any shares repurchased by us on the open market with the proceeds of the exercise or purchase price of a stock option or a stock appreciation right. • Fungible share counting. The number of shares of our Common Stock available for issuance under the Amended 2018 Plan are reduced by (i) 1.0 share for each share issued pursuant to stock options or stock appreciation rights granted under the Amended 2018 Plan and (ii) 1.3 shares for each share issued pursuant to a Full Value Award granted under the Amended 2018 Plan. As part of such fungible share counting structure, the number of shares of our Common Stock available for issuance under the Amended 2018 Plan will be increased by (i) 1.0 share for each share that becomes available again for issuance under the terms of the 2018 Plan subject to a stock option or stock appreciation right award and (ii) 1.3 shares for each share that becomes available again for issuance under the terms of the Amended 2018 Plan subject to a Full Value Award. • Termination of stock options and stock appreciation rights on a participant’s termination for cause. If a participant’s service is terminated for cause, which is defined under the Amended 2018 Plan as (i) the participant’s conviction of any crime involving fraud, dishonesty or moral turpitude; (ii) the participant’s attempted commission of or participation in a fraud or act of dishonesty against the Company resulting in material harm to the business of the Company; (iii) the participant’s intentional, material violation of any contract or agreement with the Company, or any statutory duty the participant owes to the Company; or (iv) the participant’s conduct that constitutes gross misconduct, insubordination, incompetence or habitual neglect of duties and that results in material harm to the business of the Company, the participant’s stock options and stock appreciation rights terminate immediately, and the participant is prohibited from exercising his or her stock options and stock appreciation rights. • Restrictions on dividends. The Amended 2018 Plan provides that (i) no dividends or dividend equivalents may be paid with respect to any shares of our Common Stock subject to a stock award before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable stock award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest. • Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid to any non-employee director in any calendar year, including equity grants and cash fees, will not exceed (1) $750,000 in total value or (2) in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1,000,000 in total value.

  28. General

    General The Amended 2018 Plan provides for grants to employees of our Company and any parent or subsidiary of our Company (including officers and employee directors) of “incentive stock options” within the meaning of Section 422 of the Code, and for grants of non-qualified stock options and stock purchase rights to employees (including officers and employee directors) and consultants (including non-employee directors) of our Company or any parent or subsidiary of our Company. See “Federal Income Tax Aspects” below for information concerning the tax treatment of incentive stock options, non-qualified stock options and stock purchase rights. The Amended 2018 Plan is not a qualified retirement plan under Section 401(a) of the Code, and is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

  29. Administration

    Administration The Amended 2018 Plan is administered by our Board, which may in turn delegate authority to administer the Amended 2018 Plan to a committee of non-employee directors. The Board has delegated authority to administer the Amended 2018 Plan to the Compensation Committee of the Board. Our Board may, at any time, revest in itself some or all of the power delegated to such a committee. The Board and any committee of non-employee directors to whom the Board may delegate authority to administer the Amended 2018 Plan are each considered to be a Plan Administrator for purposes of this Proposal 2. Subject to the terms of the Amended 2018 Plan, the Plan Administrator may determine the recipients, the types of stock awards to be granted, the number of shares of our Common Stock subject to or the cash value of stock awards, and the terms and conditions of stock awards granted under the Amended 2018 Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of stock awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to a stock award and the exercise or strike price of stock options and stock appreciation rights granted under the Amended 2018 Plan. The Plan Administrator may also delegate to one or more persons the authority to designate employees who are not executive officers to be recipients of certain stock awards and the number of shares of our Common Stock subject to such stock awards. Under any such delegation, the Plan Administrator will specify the total number of shares of our Common Stock that may be subject to the stock awards granted by such executive officer. The executive officer may not grant a stock award to himself or herself.

  30. Eligibility

    Eligibility Employees, non-employee directors, and consultants are eligible to participate in the Amended 2018 Plan. As of March 26, 2026, all of our approximately 171 employees (including 4 executive officers), 8 non-employee directors and approximately 5 consultants are currently eligible to participate in the 2018 Plan and may receive all types of stock awards other than incentive stock options, under the Amended 2018 Plan. Incentive stock options may be granted under the Amended 2018 Plan only to our employees, including our members of our executive management team.

  31. Authorized Shares

    Authorized Shares Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our Common Stock that may be issued under the Amended 2018 Plan (the “Share Reserve”), if this Proposal 2 is approved by our stockholders, will not exceed (A) 109,955,419 shares (which number is the sum of (i) 2,895,419 shares (which is the number of unallocated shares that remained available for the grant of new stock awards under the 2011 Plan as of the effective date of the 2018 Plan), (ii) 10,000,000 shares (which is the number of new shares that were reserved as of the effective date of the 2018 Plan), (iii) the 5,700,000 shares approved by our stockholders in June 2020, (iv) the 12,500,000 shares approved by our stockholders in May 2021, (v) the 11,000,000 shares approved by our stockholders in May 2022, (vi) the 43,360,000 approved by our stockholders in May 2023, (vii) the 20,000,000 shares approved by our stockholders in May 2025, and (viii) 4,500,000 newly-requested shares that are the subject of this Proposal 2), plus (B) any Prior Plans’ Returning Shares (as defined below), as such shares become available from time to time. The “Prior Plans’ Returning Shares” are shares subject to outstanding stock awards granted under the Prior Plans that, from and after the effective date of the Amended 2018 Plan, (i) expire or terminate for any reason prior to exercise or settlement, (ii) 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 (iii) other than with respect to outstanding stock options and stock appreciation rights granted under the Prior Plans with an exercise or strike price of at least 100% of the fair market value of the underlying Common Stock on the date of grant (“Prior Plans’ Appreciation Awards”), are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award. The number of shares of our Common Stock available for issuance under the 2018 Plan will be reduced by (i) one share for each share of Common Stock issued pursuant to a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying Common Stock on the date of grant, and (ii) 1.3 shares for each share of Common Stock issued pursuant to a Full Value Award (i.e., any stock award that is not a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying Common Stock on the date of grant) granted on or after May 31, 2023 and (iii) 2.0 shares for each share of Common Stock issued pursuant to a Full Value Award granted before May 31, 2023. If (i) any shares of Common Stock subject to a stock award are not issued because the stock award expires or otherwise terminates without all of the shares covered by the stock award having been issued or is settled in cash, (ii) any shares of Common Stock issued pursuant to a stock award are forfeited back to or repurchased by us because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) with respect to a Full Value Award, any shares of Common Stock are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with the award, then such shares will again become available for issuance under the 2018 Plan (collectively, the “2018 Plan Returning Shares”). For each 2018 Plan Returning Share subject to a Full Value Award, or Prior Plans’ Returning Share subject to a stock award other than a Prior Plans’ Appreciation Award, the number of shares of Common Stock available for issuance under the 2018 Plan will increase by 1.3 shares (or 2.0 shares if the Full Value Award was granted prior to May 31, 2023). Any shares of Common Stock reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award will no longer be available for issuance under the Amended 2018 Plan, including any shares subject to a stock award that are not delivered to a participant because the stock award is exercised through a reduction of shares subject to the stock award. In addition, any shares reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock option or stock appreciation right granted under the Amended 2018 Plan or a Prior Plans’ Appreciation Award, or any shares repurchased by us on the open market with the proceeds of the exercise or strike price of a stock option or stock appreciation right granted under the Amended 2018 Plan or a Prior Plans’ Appreciation Award will no longer be available for issuance under the Amended 2018 Plan. Subject to adjustment, as described below, no more than 219,910,838 shares of our Common Stock may be delivered in satisfaction of incentive stock options awarded under the 2018 Plan. The Common Stock issuable under the Amended 2018 Plan may be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by our Company on the open market or otherwise. The closing price of our Common Stock, as reported on the Nasdaq Global Select Market on March 26, 2026, was $1.54 per share.

  32. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including stock awards granted and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, or, in the event such non-employee director is first appointed or elected to the board during such calendar year, $1,000,000 in total value (in each case, calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes).

  33. Repricing, Cancellation and Re-Grant of Stock Options or Stock Appreciation Rights

    Repricing, Cancellation and Re-Grant of Stock Options or Stock Appreciation Rights Under the Amended 2018 Plan, the Plan Administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing the exercise or strike price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our Common Stock in exchange for cash or other stock awards, without obtaining the approval of our stockholders. Such approval must be obtained within 12 months prior to such an event.

  34. Stock Options

    Stock Options Stock options may be granted under the Amended 2018 Plan pursuant to stock option agreements. The Amended 2018 Plan permits the grant of stock options that are intended to qualify as incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”). The exercise price of a stock option granted under the Amended 2018 Plan may not be less than 100% of the fair market value of the Common Stock subject to the stock option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value. The term of stock options granted under the Amended 2018 Plan may not exceed ten years and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us, if a participant’s service relationship with us (referred to in this Proposal 2 as “continuous service”) terminates (other than for cause or the participant’s death or disability), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us, if a participant’s continuous service terminates due to the participant’s disability or death (or the participant dies within a specified period, if any, following termination of continuous service), the participant, or his or her beneficiary, as applicable, may exercise any vested stock options for up to 24 months following the participant’s termination due to the participant’s disability or following the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us, if a participant’s continuous service is terminated for cause (as defined in the Amended 2018 Plan), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us, the term of a stock option may be extended if the exercise of the stock option following the participant’s termination of continuous service (other than for cause or the participant’s death or disability) would be prohibited by applicable securities laws or if the sale of any Common Stock received upon exercise of the stock option following the participant’s termination of continuous service (other than for cause) would violate our insider trading policy. In no event, however, may a stock option be exercised after its original expiration date. Acceptable forms of consideration for the purchase of our Common Stock pursuant to the exercise of a stock option under the Amended 2018 Plan will be determined by the Plan Administrator and may include payment: (i) by cash, check, bank draft or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to us of shares of our Common Stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator. Stock options granted under the Amended 2018 Plan may become exercisable in cumulative increments, or “vest,” as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by different stock options granted under the Amended 2018 Plan may be subject to different vesting schedules as the Plan Administrator may determine. The Plan Administrator may impose limitations on the transferability of stock options granted under the Amended 2018 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the Amended 2018 Plan other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. In addition, subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death.

  35. Limitations on Incentive Stock Options

    Limitations on Incentive Stock Options In accordance with current federal tax laws, the aggregate fair market value, determined at the time of grant, of shares of our Common Stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our equity incentive plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power unless the following conditions are satisfied: • the exercise price of the ISO must be at least 110% of the fair market value of the Common Stock subject to the ISO on the date of grant; and • the term of the ISO must not exceed five years from the date of grant. Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our Common Stock that may be issued pursuant to the exercise of ISOs under the Amended 2018 Plan is 219,910,838 shares.

  36. Stock Appreciation Rights

    Stock Appreciation Rights Stock appreciation rights may be granted under the Amended 2018 Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in Common Stock share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator, but will in no event be less than 100% of the fair market value of the Common Stock subject to the stock appreciation right on the date of grant. The Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our Common Stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the stock appreciation right agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the Amended 2018 Plan.

  37. Restricted Stock Awards

    Restricted Stock Awards Restricted stock awards may be granted under the Amended 2018 Plan pursuant to restricted stock award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft or money order payable to us, the participant’s services performed for us, or any other form of legal consideration acceptable to the Plan Administrator. Shares of our Common Stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of our Common Stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement. A restricted stock award agreement may provide that any dividends paid on restricted stock will be subject to the same vesting conditions as apply to the shares subject to the restricted stock award. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.

  38. Restricted Stock Unit Awards

    Restricted Stock Unit Awards Restricted stock unit awards may be granted under the Amended 2018 Plan pursuant to restricted stock unit award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of our Common Stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the restricted stock unit award agreement. Restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Dividend equivalents may be credited in respect of shares of our Common Stock covered by a restricted stock unit award, provided that any additional shares credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying restricted stock unit award. Except as otherwise provided in a participant’s restricted stock unit award agreement or other written agreement with us, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any reason.

  39. Change in Control

    Change in Control Under the 2018 Plan, a stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control (as defined in the 2018 Plan and described below) as may be provided in the participant’s stock award agreement, in any other written agreement with us or in our Director Compensation Policy. For purposes of the Amended 2018 Plan, a change in control generally will be deemed to occur upon the first to occur of an event set forth in any one of the following: (i) as a result of any merger or consolidation, the voting securities of the Company outstanding immediately prior thereto represent less than 49% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such transaction; (ii) during any period of 24 consecutive calendar months, a majority of our Board becomes comprised of individuals whose nomination, appointment, or election was not approved by at least two-thirds of the Board members or their approved successors; (iii) any individual, entity or group becomes the beneficial owner of more than 20% of the then outstanding shares of Common Stock of the Company; (iv) any sale of all or substantially all of the assets of the Company; or (v) the complete liquidation or dissolution of the Company. The acceleration of vesting of a stock award in the event of a corporate transaction or a change in control event under the 2018 Plan may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of us.

  40. Non-statutory Stock Options

    Non-statutory Stock Options Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to his or her fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code (“Section 162(m)”), and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

  41. Incentive Stock Options

    Incentive Stock Options The Amended 2018 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised. We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness, the provisions of Section 162(m), and provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

  42. Restricted Stock Awards

    Restricted Stock Awards Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the restricted stock award, to recognize ordinary income, as of the date the recipient receives the restricted stock award, equal to the excess, if any, of the fair market value of the stock on the date the restricted stock award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested. Subject to the requirement of reasonableness, the provisions of Section 162(m), and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

  43. Restricted Stock Unit Awards

    Restricted Stock Unit Awards Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exception to the requirements of Section 409A of the Code (including delivery upon achievement of a performance goal), in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered. Subject to the requirement of reasonableness, the provisions of Section 162(m), and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

  44. Options and Restricted Stock Units Granted Under 2018 Plan

    Options and Restricted Stock Units Granted Under 2018 Plan The following table presents certain information with respect to cumulative stock options and restricted stock unit awards that have been granted under the 2018 Plan as of March 26, 2026:

  45. Options and Restricted Stock Units Granted Under 2018 Plan

    | Name and Position | Cumulative Number of Shares Subject to Stock Options Granted Under the 2018 Plan | Weighted Average Exercise Price Per Share | Restricted Stock Units Granted Under the 2018 Plan | | Harout Semerjian(1) President and Chief Executive Officer | — | — | — | | John A. Scarlett, M.D. Former Chairman of the Board, President and Chief Executive Officer | 13,039,750 | $1.84 | 410,000 | | Dawn C. Bir Director, Former Interim President and Chief Executive Officer | 966,000 | $2.00 | — | | Michelle J. Robertson Executive Vice President, Chief Financial Officer, Treasurer and Interim Secretary | 3,166,000 | $2.18 | 110,000 | | Joseph Eid, M.D. Executive Vice President, Research and Development, Chief Medical Officer | 2,220,000 | 1.80 | — | | Ahmed ElNawawi(2) Executive Vice President, Chief Commercial Officer | 3,000,000 | 1.27 | — | | Andrew J. Grethlein, Ph.D. Former Executive Vice President, Chief Operating Officer | 5,070,844 | $1.84 | 140,000 | | James Ziegler Former Executive Vice President, Chief Commercial Officer | 529,000 | $2.63 | 89,000 | | All current executive officers as a group | 9,352,000 | $1.99 | 110,000 | | All current directors who are not executive officers as a group | 3,483,000 | $2.24 | N/A | | Each nominee for election as a director: | | | | | Susan M. Molineaux, Ph.D. | 940,409 | $1.61 | N/A | | Patricia S. Andrews(3) | 270,000 | $1.57 | N/A | | Constantine Chinoporos(3) | 270,000 | $1.57 | N/A | | Each associate of any current executive officers, current directors or director nominees | — | — | — | | Each other person who received or is to receive 5% of awards | — | — | — | | All current employees who are not executive officers as a group | 29,262,778 | $2.00 | 1,235,250 |

  46. Options and Restricted Stock Units Granted Under 2018 Plan

    (1) Mr. Semerjian received new hire options under the Inducement Plan in connection with his hire in August 2025. Under the terms of his employment agreement, Mr. Semerjian is not eligible for an annual equity grant under the 2018 Plan until 2027. (2) Mr. ElNawawi was not eligible to receive an annual equity grant under the 2018 Plan in 2026 due to the fact that his employment with the Company commenced on October 20, 2025, and it is our practice not to award annual equity grants to employees, including Named Executive Officers, who commence employment after October 1 of the applicable calendar year. Mr. ElNawawi received new hire options under the Inducement Plan. (3) Ms. Andrews and Mr. Chinoporos were each appointed to the Board on March 25, 2026. Pursuant to our current Director Compensation Policy, as described above in this Proxy Statement under “Compensation of Directors,” Ms. Andrews and Mr. Chinoporos were each automatically granted an Initial Grant on March 25, 2026 in the form of a stock option to purchase 270,000 shares of our Common Stock.

  47. Equity Compensation Plan Information

    Equity Compensation Plan Information Please see the section of this Proxy Statement entitled “Equity Compensation Plan Information” for certain information with respect to compensation plans under which our equity securities are authorized for issuance.

  48. Compensation Highlights

    Compensation Highlights • Significant Portion of “At-Risk” Compensation: Approximately 97% of the 2025 total direct compensation for Mr. Semerjian, our President and Chief Executive Officer, and approximately 84% of the average 2025 total direct compensation for Ms. Robertson and Dr. Eid, our Named Executive Officers who served as executive officers for the entire year, was composed of “at-risk” compensation in the form of an annual performance-based bonus and long-term equity awards that, in the case of stock options, have value only if our stock price increases from the price of the grant date or, in the case of restricted stock units (“RSUs”), have value that fluctuates based on our stock price performance. “Total direct compensation,” as referred to in this Compensation Discussion and Analysis, means the sum of base salary paid, the actual annual performance-based bonus paid and the grant date fair value of long-term equity awards granted, in each case as reported in the Summary Compensation Table. • Base Salaries: We approved modest base salary increases of 3.5% in February 2025 for each of our then-serving Named Executive Officers (other than Dr. Eid, who joined the Company in November 2024), reflecting market-competitive merit adjustments, and we established market-competitive base salaries for each of Mr. Semerjian and Mr. ElNawawi, who joined the Company in August 2025 and October 2025, respectively, as part of their new hire compensation packages. See “Compensation Decisions in 2025—2025 Base Salaries” below for more information. • Annual Performance-Based Bonus: Achievement of our 2025 annual corporate goals resulted in a corporate goal achievement factor of 125% of target, and for each of our eligible Named Executive Officers other than Dr. Scarlett whose annual performance-based bonus was based entirely on the achievement of our annual corporate goals, their individual performance and their contributions to our corporate values resulted in individual performance factors ranging from 125% to 130% of target and a corporate values performance factor of 100% of target, respectively. See “Compensation Decisions in 2025—2025 Annual Performance-Based Bonuses” below for more information. • Annual Equity Awards: In 2025, our Named Executive Officers received long-term equity incentive awards in the form of time-vesting stock options and/or time-vesting RSUs. See “Compensation Decisions in 2025—2025 Long-Term Equity Incentive Awards” below for more information.

  49. Important Features of Our Executive Compensation Program

    | What We Do: | | What We Don’t Do: | | | ✔ | Emphasize pay for performance using a mix of annual and long-term incentives | X | Approve automatic or guaranteed annual salary increases | | ✔ | Conduct competitive review designed to ensure executive compensation is aligned to market | X | Permit automatic or guaranteed bonuses or long-term incentive awards | | ✔ | Require recoupment (clawback) of certain incentive-based compensation from specified members of our executive management team, as provided under their executive employment agreements and our Clawback Policy | X | Provide for tax gross-ups | | ✔ | Appoint only independent directors to the Compensation Committee | X | Reprice options without stockholder approval | | ✔ | Engage an independent compensation consultant reporting directly to the Compensation Committee | X | Allow hedging or pledging of Company stock | | ✔ | Annually assess risk in our compensation programs and identify mitigation strategies | X | Grant stock options with an exercise price less than fair market value | | ✔ | Conduct annual say-on-pay vote | X | Provide excessive perquisites without a compelling business rationale |

  50. Philosophy and Objectives

    | Objectives | Description | | Pay for Performance | We tie annual performance-based bonuses to the successful achievement of pre-established corporate and individual goals tied to our strategy | | Alignment to Stockholders’ Interests | We structure long-term incentives subject to multi-year vesting based on continued service, such that value is realized based upon the appreciation of stock value and remaining in-service at the Company | | Competitiveness | We compare our practices with appropriate peer companies to ensure annual and long-term compensation correspond with industry and market standards |

  51. Pay for Performance/At-Risk Pay

    Pay for Performance/At-Risk Pay Our executive compensation program is designed to reward achievement of the specific strategic goals that we believe will advance our business strategy and create long-term value for our stockholders. Consistent with our goal of attracting, motivating and retaining a high-caliber executive management team, our executive compensation program is designed to pay for performance. We utilize compensation elements that meaningfully align our Named Executive Officers’ interests with those of our stockholders to create long-term value. As such, a significant portion of our Chief Executive Officer’s and other executive officers’ compensation is “at-risk”, performance-based compensation, in the form of long-term equity awards (including, from time to time, performance-vesting equity awards) and annual cash incentives that are only earned if we achieve measurable corporate goals. In 2025, approximately 97% of our current Chief Executive Officer’s total direct compensation was composed of “at-risk” compensation, and approximately 84% of the average total direct compensation for Ms. Robertson and Dr. Eid, our Named Executive Officers who served as executive officers for the entire year, was composed of “at-risk” compensation, in each case in the form of an annual performance-based bonus and long-term equity awards that, in the case of stock options, have value only if our stock price increases from the price of the grant date or, in the case of restricted stock units (“RSUs”), have value that fluctuates based on our stock price performance.

  52. Compensation Components

    | | /---------Fixed Pay ------- / | /-------------------Variable Pay (At Risk)---------------- / | | | | Base Salary | Performance-Based Bonus(1) | Long-Term Incentives | | Form | Cash | Cash | Equity | | When paid/vested | Ongoing, twice monthly | Annual | Time-Based Stock Options: Subject to six-month cliff vesting for new-hire grants; equity fully vested after four years of continuous service Time-based RSUs (for 2025): Subject to annual vesting; equity fully vested after four years of continuous service | | How determined | •Competitive data •Scope of responsibilities •Work experience •Critical skills •Individual performance | •Target awards are set as a percent of salary based on competitive data •Award payouts are based on achievement of weighted corporate and individual goals and corporate values •CEO bonus tied 100% to corporate goal achievement | •Based on competitive data and industry standards •Takes into consideration potential projected benefit upon stock price appreciation •Strategic company-level objectives (for performance-based awards) when granted | | Why paid | Provides competitive levels of fixed pay to attract and retain executives | Motivates attainment of critical near-term priorities by linking annual company and individual performance to an annual incentive | Promotes retention of key talent, aligns executive and stockholder interests and encourages employee ownership in Geron |

  53. Allocating Amongst Compensation Components

    Allocating Amongst Compensation Components The Compensation Committee does not have any formal policies for allocating total compensation among the various components of our executive compensation program. Instead, the Compensation Committee uses its judgment, in consultation with its independent compensation consultant, Aon (as defined below), to establish a mix of current, short-term and long-term incentive compensation, and cash and equity compensation for each Named Executive Officer that our Compensation Committee believes balances the needs of management in leading the business with those of our stockholders to drive near-term and long-term company performance. The Compensation Committee evaluates market data between the 25th and 75th percentiles of our peers to establish fair and equitable pay ranges and focuses on total compensation, factoring in all aspects of pay to maintain a program that is competitive and consistent with common market practices. Specifically, in setting the annual level of total compensation for our Named Executive Officers, the Compensation Committee considers various factors, which typically include: • market-competitive compensation based on defined peer group market data provided by Aon; • corporate performance, including performance in light of current business challenges; • our level of achievement of our corporate goals; • each Named Executive Officer’s individual performance (other than our Chief Executive Officer, whose bonus is based entirely on achievement of our corporate goals); • the criticality of each Named Executive Officer’s skillset, and the need to retain such skills; • the retention value of outstanding equity awards; • analyses of historical compensation levels for each Named Executive Officer and current company-wide compensation levels; and • trends for executive compensation in our industry and in our local employment markets. Each of these factors is considered in the context of our overall compensation philosophy and objectives in determining executive compensation structure, as well as balancing against our financial resources and ability to award cash and equity incentives.

  54. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee actively reviews and assesses our executive compensation program in light of the highly competitive employment environment in the biotechnology industry, the challenges of recruiting, motivating and retaining our executive officers, including our Named Executive Officers, in an industry such as ours, which has much longer business cycles than other commercial industries, and evolving compensation governance and best practices. To assist with this assessment, the Compensation Committee has the authority to retain special counsel and other experts, including compensation consultants, to support their responsibilities in determining executive compensation and related benefits. In 2025, the Compensation Committee continued to retain Aon as its independent compensation consultant due to its extensive analytical and compensation expertise in the biotechnology and pharmaceutical industry. Although the Company pays the costs of Aon’s services, the Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve fees for Aon’s services. Aon makes recommendations to the Compensation Committee, but it has no authority to make compensation decisions on behalf of the Compensation Committee or the Company. The Compensation Committee, at its discretion, may communicate and meet with Aon with no Company employees present. The Compensation Committee periodically evaluates the independence of its compensation consultant. In March 2025, the Compensation Committee evaluated Aon’s independence and, based on this evaluation, concluded that the engagement of Aon did not raise any conflicts of interest. In reaching this conclusion, the Compensation Committee considered various factors, including the six factors set forth in the SEC and Nasdaq rules regarding compensation advisor independence and conflicts of interest. For 2025, Aon provided the following services to the Compensation Committee: • reviewed emerging trends and topics regarding executive and non-employee director compensation; • recommended the companies to comprise a defined peer group to reference in determining executive and non-employee director compensation; • provided compensation data and practices related to executive officers for the defined peer group based on data from SEC filings and Aon’s Life Sciences Survey; • conducted a competitive review of the compensation of our executive officers and non-employee directors, including advising on the design and structure of compensation; • provided an analysis with respect to non-executive compensation, including equity grants; • prepared an analysis of share usage under our equity incentive plans in comparison to the defined peer group based on data from SEC filings; and • provided guidance on the size and structure of the new-hire compensation packages provided to senior executive hires, including our new Chief Executive Officer.

  55. Use of Market Data and Peer Group Analysis

    Use of Market Data and Peer Group Analysis When considering executive compensation, the Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly traded companies in the life sciences industry and to understand the demand and competition that the Company faces in attracting and retaining individuals with specific expertise and experience. The Compensation Committee, therefore, actively reviews and assesses our executive compensation program in light of the highly competitive employment environment in the biotechnology industry, the challenges of recruiting, motivating and retaining our executive management team, including our Named Executive Officers, in an industry such as ours, which has much longer business cycles than other commercial industries, and evolving compensation governance and best practices. In August 2024, based on the recommendation of Aon, the Compensation Committee determined that a defined peer group was appropriate to reference in connection with making 2025 executive compensation decisions. With the assistance of Aon, the Compensation Committee considered several factors in determining the companies to be included in the defined peer group for 2025 executive compensation decisions, including: (i) sector and stage of development, with a primary focus on publicly held pre-commercial or early-commercial U.S. biotechnology companies; (ii) market capitalizations within a reasonable range of our own (approximately one-half to three times our market capitalization); (iii) revenues below $300 million; and (iv) as a secondary criteria, headcounts within a reasonable range of our own (approximately one-half to three times our headcount). Based on this analysis, the Compensation Committee determined that the following companies would be referenced when making 2025 executive compensation decisions:

  56. Use of Market Data and Peer Group Analysis

    | | 2025 Peer Group(1) | | | 1. ADMA Biologics (ADMA) | 9. Dynavax Technologies (DVAX) | 17. Rhythm Pharmaceuticals (RYTM) | | 2. Agios Pharmaceuticals (AGIO) | 10. ImmunityBio (IBRX) | 18. SpringWorks Therapeutics (SWTX) | | 3. Ardelyx (ARDX) | 11. Iovance Biotherapeutics (IOVA) | 19. Syndax Pharmaceuticals (SNDX) | | 4. Axsome Therapeutics (AXSM) | 12. Krystal Biotech (KRYS) | 20. TG Therapeutics (TGTX) | | 5. Blueprint Medicines (BPMC) | 13. Ligand Pharmaceuticals (LGND) | 21. Veracyte (VCYT) | | 6. Catalyst Pharmaceuticals (CPRX) | 14. Madrigal Pharmaceuticals (MDGL) | 22. Vericel (VCEL) | | 7. Cytokinetics (CYTK) | 15. MannKind (MNKD) | 23. Xenon Pharmaceuticals (XENE) | | 8. Day One Biopharmaceuticals (DAWN) | 16. Mirum Pharmaceuticals (MIRM) | |

  57. Use of Market Data and Peer Group Analysis

    (1) The 2025 peer group reflects the following changes from our prior year peer group: (i) the removal of two companies that were acquired (Deciphera Pharmaceuticals, Inc. and ImmunoGen, Inc.); (ii) the removal of five companies that no longer met the appropriate selection criteria for inclusion (Amylyx Pharmaceuticals, Inc., Coherus Oncology, Inc., Revance Therapeutics, Inc., Seres Therapeutics, Inc. and Travere Therapeutics, Inc.); and (iii) the addition of nine companies that met the appropriate selection criteria for inclusion (Agios Pharmaceuticals, Axsome Therapeutics, Blueprint Medicines, Dynavax Technologies, Iovance Biotherapeutics, Ligand Pharmaceuticals, Madrigal Pharmaceuticals, Syndax Pharmaceuticals and Xenon Pharmaceuticals). At the time the 2025 peer group was selected, our 30-day average market capitalization approximated the 52nd percentile of the 2025 peer group, our headcount was below the 25th percentile of the 2025 peer group, and because we had commenced commercialization of RYTELO only two months earlier, our revenues were below the 25th percentile of the 2025 peer group. In September 2025, with the assistance of Aon, the Compensation Committee evaluated our 2025 peer group and considered AON’s recommended updates thereto that were intended to capture additional early-commercial stage companies. Based on this analysis, which generally focused on the same factors as described above, with the revenue range being updated to between $50 million and $500 million, the Compensation Committee determined that the companies set forth in the table below would be referenced when making 2026 executive compensation decisions. This peer group was also referenced by the Compensation Committee when determining the new hire compensation package awarded to Mr. ElNawawi, who joined the Company in October 2025.

  58. Use of Market Data and Peer Group Analysis

    | | 2026 Peer Group(1) | | | 1. ADMA Biologics (ADMA) | 9. Day One Biopharmaceuticals (DAWN) | 17. Phathom Pharmaceuticals (PHAT) | | 2. Agios Pharmaceuticals (AGIO) | 10. Dynavax Technologies (DVAX) | 18. Rigel Pharmaceuticals (RIGL) | | 3. Akebia Therapeutics (AKBA) | 11. ImmunityBio (IBRX) | 19. Syndax Pharmaceuticals (SNDX) | | 4. Ardelyx (ARDX) | 12. Iovance Biotherapeutics (IOVA) | 20. UroGen Pharma (URGN) | | 5. ARS Pharmaceuticals (SPRY) | 13. Kura Oncology (KURA) | 21. Veracyte, Inc. (VCYT) | | 6. Axsome Therapeutics (AXSM) | 14. Ligand Pharmaceuticals (LGND) | 22. Vericel Corp. (VCEL) | | 7. Catalyst Pharmaceuticals (CPRX) | 15. MannKind (MNKD) | | | 8. Cytokinetics (CYTK) | 16. Mirum Pharmaceuticals (MIRM) | |

  59. Use of Market Data and Peer Group Analysis

    (1) The 2026 peer group reflects the following changes from our 2025 peer group: (i) the removal of two companies that were acquired (Blueprint Medicines and SpringWorks Therapeutics); (ii) the removal of five companies that no longer met the appropriate selection criteria for inclusion (Krystal Biotech, Madrigal Pharmaceuticals, Rhythm Pharmaceuticals, TG Therapeutics and Xenon Pharmaceuticals); and (iii) the addition of six companies that met the appropriate selection criteria for inclusion (Akebia Therapeutics, ARS Pharmaceuticals, Kura Oncology, Phathom Pharmaceuticals, Rigel Pharmaceuticals and UroGen Pharma). At the time the 2026 peer group was selected, our 30-day average market capitalization approximated the 18th percentile of the 2026 peer group, our headcount approximated the 33rd percentile of the 2026 peer group, and our revenues approximated the 37th percentile of the 2026 peer group.

  60. Determining Equity Grants

    Determining Equity Grants The Compensation Committee (or the Independent Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee), in consultation with Aon, determines the size of any equity grants according to each executive officer’s position. To do so, the Compensation Committee considers numerous factors, as outlined below under “2025 Long-Term Equity Incentive Awards,” and has the discretion to give relative weight to each of these factors as it sets the size of equity grants to appropriately create an opportunity for future reward based on increasing stockholder value. There is no set formula for awarding equity grants to employees, including our Named Executive Officers; however, we reference the grant ranges based on the market data provided by Aon for each position. Stock Option Granting Practices Our general policy is to grant stock options on fixed dates determined in advance. All required approvals are obtained in advance of or on the actual grant date. The exercise price of all stock option grants, including to executive officers and directors, is equal to the closing price of our Common Stock as reported by the Nasdaq Global Select Market on the grant date. Our standard vesting schedule for the first stock option grant awarded to newly hired employees, including executive officers, provides that 12.5% of the shares granted will vest six months after the vesting commencement date of the grant, and the remaining shares will vest in equal monthly installments over the following 42 months, so that vesting is complete four years from the grant date, provided the employee continues to provide services to the Company during that time. Additional stock option grants made after an employee, including an executive officer, has provided services to the Company for more than six months, generally vest monthly from the grant date over four years. For more information about the timing of stock option grants, see the section entitled “Policies and Practices Related to the Grant of Certain Equity Awards.”

  61. 2025 Base Salaries

    2025 Base Salaries In February 2025, the Compensation Committee reviewed and adjusted the base salaries for our executive management team, including our then-serving Named Executive Officers. In determining such adjustments, the Compensation Committee considered a number of factors, including: • the peer group market data provided by Aon at the 25th, 50th and 75th percentiles; • the individual performance of each Named Executive Officer in 2024, including the breadth of their responsibilities and the level of difficulty required to achieve the individual’s goals for 2025; • tenure, experience, skills and breadth of responsibilities of each Named Executive Officer; • managerial leadership exhibited by each Named Executive Officer; • achievement of the 2024 corporate goals and the active engagement of each Named Executive Officer that contributed to the achievement of the goals; and • the anticipated level of difficulty in replacing a Named Executive Officer with someone of comparable experience and skill, especially as the Company continues to develop as a commercial-stage company. Based on this analysis, the Compensation Committee and, with respect to Dr. Scarlett, the Independent Board, approved base salary increases of 3.5% for each of Dr. Scarlett, Ms. Robertson, Dr. Eid, Dr. Grethlein and Mr. Ziegler, reflecting market-competitive merit adjustments. The 2025 base salary increases for these Named Executive Officers became effective as of January 1, 2025. The Compensation Committee approved base salaries for Mr. Semerjian and Mr. ElNawawi in connection with their commencement of employment with the Company in August 2025 and October 2025, respectively. In determining such base salaries, the Compensation Committee considered several factors, including the market data from our 2025 peer group (for Mr. Semerjian) and our 2026 peer group (for Mr. ElNawawi), the competitive market for executive talent in our industry, and the scope of their responsibilities. In addition, in March 2025, the Compensation Committee determined Ms. Bir’s annualized base salary for her service as our Interim President and Chief Executive Officer, as described below under “Dawn C. Bir’s Compensation as Interim President and Chief Executive Officer,” after considering the same factors. The following were the approved annualized base salaries for each of our Named Executive Officers for 2025:

  62. 2025 Annual Performance-Based Bonuses

    2025 Annual Performance-Based Bonuses In keeping with our pay-for-performance philosophy, the annual performance-based bonuses that can be earned by our executive officers are variable and at risk due to their dependency on the Company’s performance against pre-established corporate goals and (for each executive officer other than the Chief Executive Officer) the individual’s performance. Consistent with prior years, for 2025, the Chief Executive Officer’s annual performance-based bonus was 100% contingent upon the level of achievement of our corporate goals, and each of our other Named Executive Officer’s annual performance-based bonus was contingent on the following: 50% upon the level of achievement of our corporate goals, 30% upon the level of achievement of individual goals, and 20% upon individual support and manifestation of our corporate values. Mr. Semerjian’s annual performance-based bonus was 100% contingent upon the level of achievement of our corporate goals as was Dr. Scarlett’s; however, Dr. Scarlett was not eligible for, and he therefore did not receive, an annual performance-based bonus for 2025 due to his departure in March 2025. Mr. ElNawawi was not eligible for, and he therefore did not receive, an annual performance-based bonus for 2025, due to the fact that his employment with the Company commenced in October 2025, and it is our practice to not award annual bonuses or base salary increases to employees, including Named Executive Officers, who commence employment after October 1 of the applicable calendar year. Pursuant to his employment agreement, Mr. ElNawawi’s annual performance-based bonus target is equal to 45% of his base salary. The table below summarizes the 2025 annual performance-based bonus targets, expressed as a percentage of annual salary, for each of our Named Executive Officers (other than Mr. ElNawawi). These bonus targets were generally aligned with the 50th percentile of our peer group market data and remained unchanged from their prior year levels, except for Dr. Scarlett’s bonus target, which was increased from 65% to 70% to align with the 50th percentile of our peer group data, and Mr. Semerjian’s bonus target, which was established in August 2025 as part of his new hire compensation package. The Compensation Committee determined that these bonus targets were appropriate for 2025 in light of the functions for which our Named Executive Officers were accountable to ensure achievement of our 2025 corporate goals, and that they strengthened our ability to retain our Named Executive Officers in a competitive job market.

  63. 2025 Annual Performance-Based Bonuses

    | Named Executive Officer | Annual Incentive Bonus Target as a % of Salary | | Harout Semerjian (1) | 70% | | John A. Scarlett, M.D. | 70% | | Michelle J. Robertson | 45% | | Joseph Eid, M.D. | 55% | | Andrew J. Grethlein, Ph.D. | 50% | | James Ziegler | 45% |

  64. 2025 Annual Performance-Based Bonuses

    (1) Mr. Semerjian joined the Company in August 2025 and was eligible to receive a pro-rated bonus based on the period of his employment with the Company during 2025. Upon their respective departures from the Company in 2025, Dr. Scarlett, Dr. Grethlein and Mr. Ziegler were no longer eligible to receive a 2025 annual performance-based bonus. Accordingly, the only Named Executive Officers who were eligible to receive a 2025 annual performance-based bonus were Mr. Semerjian, Ms. Robertson, and Dr. Eid, whom we collectively refer to as our bonus-eligible Named Executive Officers below. See “2025 Named Executive Officer Departures” below for information regarding certain severance benefits provided to Dr. Scarlett, Dr. Grethlein and Mr. Ziegler pursuant to their respective employment agreements.

  65. 2025 Bonus Targets and Awards

    2025 Bonus Targets and Awards Following are the annual performance-based bonus targets and weighting percentages for each of the factors used to calculate the 2025 annual performance-based bonus for each of our bonus-eligible Named Executive Officers, as well as the 2025 actual bonus percentage awarded.

  66. 2025 Bonus Targets and Awards

    | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | = (A*B*C) + (A*D*E) + (A*F*G) Annual Incentive Bonus Awarded as a % of Salary | | Named Executive Officer | Annual Incentive Bonus Target as a % of Salary | Corporate Goal Achievement Weighting | 2025 Corporate Goal Achievement Factor | Individual Performance Weighting | 2025 Individual Performance Factor | Corporate Values Weighting | 2025 Corporate Values Performance Factor | | | Harout Semerjian (1) | 70% | 100% | 90% | N/A | N/A | N/A | N/A | 63.00% | | Michelle J. Robertson | 45% | 50% | 90% | 30% | 100% | 20% | 100% | 42.75% | | Joseph Eid, M.D. | 55% | 50% | 90% | 30% | 100% | 20% | 100% | 52.25% |

  67. 2025 Bonus Targets and Awards

    (1) Mr. Semerjian’s 2025 bonus award was pro-rated based on the period of his employment with the Company during 2025.

  68. 2025 Long-Term Equity Incentive Awards

    2025 Long-Term Equity Incentive Awards

  69. 2025 Overview

    2025 Overview Consistent with the objectives of our executive compensation program to link pay with performance, align the interests of stockholders and employees and encourage employee ownership in Geron, the Compensation Committee (or the Independent Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee) generally make annual equity grants to our executive officers and new hire equity grants to executive officers upon their commencement of employment with the Company. These grants have historically been made in the form of stock options, which deliver value only if our stock price increases from the price of the grant date, but as discussed below, we incorporated RSUs into the 2025 annual equity grant mix for our executive officers (which was discontinued in 2026). The following sections describe the annual equity grants that were made to Dr. Scarlett, Ms. Robertson, Dr. Eid, Dr. Grethlein and Mr. Ziegler in February 2025, as well as the equity grants made to Mr. Semerjian and Mr. ElNawawi upon their commencement of employment with the Company in August 2025 and October 2025, respectively.

  70. 2025 Annual Equity Grants

    2025 Annual Equity Grants In February 2025, upon the recommendation of Aon and to be more consistent with competitive market practice among commercial-stage biotechnology companies, the Compensation Committee and the Independent Board determined that the annual equity grants awarded to our currently-serving Named Executive Officers for 2025 would consist of a mix of stock options and RSUs, with stock options representing 75% of the target total value of each annual grant and RSUs representing the remaining 25% of such target total value. In making such determination, the Compensation Committee also considered that RSUs help build stock ownership, provide long-term retention value, and are less dilutive to our stockholders than stock options. Our Compensation Committee and Independent Board determined, upon recommendation of Aon, to grant RSUs in an amount equal to one-half of the amount that would be granted in stock options. To determine the size of the 2025 annual equity grants, the Compensation Committee and the Independent Board considered the following factors for each then-serving Named Executive Officer: • overall corporate performance in the prior year; • the individual’s recent performance history (if applicable) and his or her potential for future responsibility; • criticality of the individual to the long-term success of the Company; • equity grants previously awarded to the individual; • the amount of actual versus theoretical equity value per year that has been derived to date by the individual; • the current actual value of unvested equity grants for each individual; • the percentage of stock option grants with exercise prices greater than Geron’s current stock price; and • the number of stock option grants that have expired unexercised due to market conditions. In addition to the above factors, the Compensation Committee and the Independent Board referenced the defined peer group market data provided by Aon and, consistent with our philosophy to place greater emphasis on at-risk compensation elements that align with the creation of long-term value for our stockholders, determined that generally targeting between the 50th and 75th percentiles of our peer group market data for total equity compensation was appropriate for determining the level of equity grants for our then-serving Named Executive Officers. In accordance with our equity grant practices, the exercise price for the 2025 stock option grants was equal to the closing price of our Common Stock reported by the Nasdaq Global Select Market on the grant date, and the vesting schedule for such grants is monthly over four years from the grant date, provided the Named Executive Officer continues to provide services to Geron. In addition, the 2025 RSUs vest in equal annual installments over four years from the grant date, provided the Named Executive Officer continues to provide services to Geron. Pursuant to the terms of our equity incentive plans, the vesting of such stock options and RSUs are subject to acceleration under certain termination or change in control circumstances as described under the sub-section entitled “Potential Payments Upon Termination or Change in Control.” The 2025 annual equity grants awarded in February 2025 to our then-serving Named Executive Officers are presented in the table below. For additional information on each grant, see the “Outstanding Equity Awards at Fiscal Year-End” table.

  71. 2025 Annual Equity Grants

    | Named Executive Officer | Annual Time-Based Stock Option Grant (# of shares) | New Hire Time-Based Stock Option Grant (# of shares) | | John A. Scarlett, M.D. (1) | 2,457,000 | 410,000 | | Michelle J. Robertson | 656,000 | 110,000 | | Joseph Eid, M.D.(2) | — | — | | Andrew J. Grethlein, Ph.D. (1) | 839,000 | 140,000 | | James Ziegler (1) | 529,000 | 89,000 |

  72. 2025 Annual Equity Grants

    (1) Dr. Scarlett, Dr. Grethlein and Mr. Ziegler each forfeited their 2025 RSUs and the unvested portion of their 2025 stock options upon their respective departures from the Company. (2) Dr. Eid joined the Company in November 2024 and therefore was not eligible to receive annual equity grants in 2025.

  73. 2025 New Hire Equity Grants

    2025 New Hire Equity Grants New President and Chief Executive Officer. Mr. Semerjian commenced serving as our President and Chief Executive Officer in August 2025. When constructing his new hire compensation package, the Compensation Committee and the Independent Board, in consultation with Aon, considered the competitive market for biotechnology talent, Mr. Semerjian’s extensive commercial experience across hematology and oncology, and our pay-for-performance philosophy. The resulting compensation package was designed to strongly align Mr. Semerjian’s interests with those of our stockholders and to emphasize long-term value creation. As a result, approximately 97% of his 2025 total direct compensation was composed of “at-risk” compensation, and more than 94% was delivered in the form of stock options that have value only if our stock price increases from the price of the grant date. Specifically, in connection with his hire, we granted Mr. Semerjian a stock option to purchase 11,000,000 shares of our Common Stock (the “New CEO Options”). The New CEO Options will vest and become exercisable as follows: (i) 7,000,000 of the New CEO Options will vest as to 12.5% of the shares underlying the grant on the six-month anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the following 42 months; and (ii) 4,000,000 of the New CEO Options will vest as to 25% of the shares underlying the grant on the first anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the following 36 months, in each case subject to Mr. Semerjian’s continued service to the Company on the vesting dates. The Compensation Committee and the Independent Board determined, in consultation with Aon and following consideration of the factors outlined above, that the New CEO Options were essential to inducing Mr. Semerjian to join Geron and to provide him with an opportunity to earn a significant ownership stake in the Company. In addition, it was determined that Mr. Semerjian would not be eligible for an annual equity grant until 2027. New Chief Commercial Officer. Mr. ElNawawi commenced serving as our Executive Vice President, Chief Commercial Officer, in October 2025. In connection with his hire, we granted Mr. ElNawawi a stock option to purchase 3,000,000 shares of our Common Stock (the “New CCO Options”), which will vest as to 12.5% of the shares underlying the grant on the six-month anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the following 42 months, subject to Mr. ElNawawi’s continued service to the Company on the vesting dates. The Compensation Committee approved the New CCO Options after considering the same factors outlined above. Except as otherwise noted above, the New CEO Options and New CCO Options are subject to the same terms as the stock options awarded to the other Named Executive Officers as part of their 2025 annual equity grants.

  74. New Hire Sign-On Bonus

    New Hire Sign-On Bonus In certain circumstances, we provide cash sign-on bonuses to attract executive talent. We determine whether to provide a newly hired executive with a sign-on bonus on a case-by-case basis after considering the specific circumstances involving hiring the executive, such as compensating the executive for certain bonus payments that the executive may forfeit from a previous employer or creating an additional incentive for the executive to join us. Mr. ElNawawi commenced serving as our Executive Vice President, Chief Commercial Officer, in October 2025. In connection with his hire, Mr. ElNawawi received a one-time cash sign-on bonus of $400,000 as an inducement to join the Company. The Compensation Committee determined that this bonus was essential to his recruitment, particularly given the competitive biotechnology talent market and the fact that he was ineligible to receive a 2025 annual performance-based bonus because he joined the Company after October 1, 2025. The sign-on bonus is payable in two equal installments, with $200,000 paid in October 2025 and $200,000 scheduled to be paid in October 2026. If Mr. ElNawawi leaves the Company before the first anniversary of his start date (with respect to the first installment) or the second anniversary of his start date (with respect to the second installment), the applicable portion of his sign-on bonus will be subject to repayment.

  75. Employment Agreements and Potential Payments Upon Termination or Change in Control

    Employment Agreements and Potential Payments Upon Termination or Change in Control We have entered into written employment agreements with each of our executive officers, including our Named Executive Officers, that set forth the terms of their employment, including initial base salaries, and eligibility to participate in the Company’s annual performance-based bonus program. In addition, each employment agreement includes restrictive covenants, such as non-compete and non-solicitation provisions, that would apply in the event of termination, which our Board believes helps to protect the value invested by the Company in its personnel and operations. Each of our executive officers, including our Named Executive Officers, is employed “at will.” Our executive officers, including our Named Executive Officers, are entitled to certain severance and change in control benefits under the terms of our Amended Severance Plan (as defined below in the sub-section entitled “Amended Severance Plan”), their employment agreements and our equity plans, as further described under the sub-section entitled “Potential Payments Upon Termination or Change in Control.” Given the nature of the life sciences industry and the range of strategic initiatives we may explore, the Compensation Committee believes these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent in the competitive biotechnology employment market. Our change in control benefits are intended to allow employees, including our Named Executive Officers, to focus their attention on the business operations of the Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control of the Company. In addition, our severance benefits provide reasonable protection to our executive officers, including our Named Executive Officers, in the event that they are not retained. We do not provide for any excise tax gross-ups in the Amended Severance Plan or in an individual employment agreement with any of our executive officers, including our Named Executive Officers.

  76. Tax and Accounting Implications of Executive Compensation

    Tax and Accounting Implications of Executive Compensation Under Section 162(m), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible, unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at a number of other factors in making its decisions and retains the flexibility to provide compensation to the Company’s Named Executive Officers in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders. In addition to considering the tax consequences, the Compensation Committee considers the accounting consequences of its decisions, including the impact of stock-based compensation expense being recognized in connection with stock option grants, in determining the size and form of different equity awards. Compensation Committee Report The Compensation Committee of Geron’s Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this Proxy Statement with management and, based on such review and discussions, our Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2025. Submitted by the members of the Compensation Committee of the Board of Directors:

  77. Summary Compensation Table

    Summary Compensation Table The following table includes information concerning compensation for the years ended December 31, 2025, 2024 and 2023 with respect to our Named Executive Officers.

  78. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Harout Semerjian President and Chief Executive Officer (as of August 7, 2025) | 2025 | 321,538 | — | — | 9,695,400 | 203,000 | 1,817 | 10,221,755 | | John A. Scarlett, M.D. Former Chairman of the Board, President and Chief Executive Officer | 2025 | 309,781 | — | 1,078,300 | 4,308,104 | — | 1,726,569 | 7,422,754 | | | 2024 | 810,600 | — | — | 4,591,200 | 658,600 | 64,838 | 6,125,238 | | | 2023 | 787,000 | 17,906 | — | 3,563,000 | 493,694 | 62,492 | 4,924,092 | | Dawn C. Bir(4) Former Interim President and Chief Executive Officer (as of March 17, 2025) | 2025 | 318,190 | — | — | 163,674 | — | 40,258 | 522,122 | | Michelle J. Robertson Executive Vice President, Finance, Chief Financial Officer, Treasurer and Interim Secretary | 2025 | 559,800 | — | 289,300 | 1,150,230 | 239,300 | 11,452 | 2,250,082 | | | 2024 | 540,800 | — | — | 1,300,840 | 292,000 | 13,576 | 2,147,216 | | | 2023 | 141,346 | 126,194 | — | 2,128,680 | 67,006 | 6,433 | 2,469,659 | | Ahmed ElNawawi Executive Vice President, Chief Commercial Officer (as of October 20, 2025) | 2025 | 107,692 | 200,000(5) | — | 2,573,400 | — | 242 | 2,881,334 | | Joseph Eid, M.D. Executive Vice President, Research & Development, Chief Medical Officer (as of November 11, 2024) | 2025 | 650,000 | — | — | — | 339,600 | 11,452 | 1,001,052 | | | 2024 | 93,750 | 200,000 | — | 6,902,500 | — | 10,348 | 7,762,848 | | Andrew J. Grethlein, Ph.D. Former Executive Vice President, Chief Operating Officer | 2025 | 563,276 | — | 368,200 | 1,474,253 | — | 910,715 | 3,316,444 | | | 2024 | 93,750 | 200,000 | — | 6,902,500 | — | 10,348 | 7,206,598 | | | 2023 | 525,000 | 5,007 | — | 1,588,080 | 281,093 | 15,911 | 2,415,091 | | James Ziegler Former Executive Vice President, Chief Commercial Officer (as of September 9, 2024) | 2025 | 470,028 | — | 234,070 | 927,549 | — | 761,062 | 2,392,709 | | | 2024 | 163,221 | — | — | 5,154,400 | 88,300 | 1,044 | 5,768,744 |

  79. Summary Compensation Table

    (1)Amounts do not reflect dollar amounts actually received by our Named Executive Officer and instead, in accordance with SEC rules, represent the aggregate grant date fair value of stock option awards and restricted stock units ("RSUs") granted during the applicable fiscal year as calculated in accordance with FASB ASC Topic 718. Refer to Note 11 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of stock option and RSU awards and the calculation methods. Refer to the tables under the sub-section entitled “Outstanding Equity Awards at Fiscal Year-End” for information as to each Named Executive Officers’ vested and unvested stock options and RSUs and under the sub-section entitled “Compensation Discussion and Analysis - 2025 Long-Term Equity Incentive Awards” for the number of stock options and RSUs granted during 2025.The amount in the “Option Awards” column for Dr. Grethlein includes $3,150 in incremental fair value associated with the modification of the annual stock option grant awarded to Dr. Grethlein in February 2022 certain of Dr. Grethlein’s stock options to provide for its continued vesting during the term of the Grethlein Consulting Agreement in connection with his termination of employment as our Executive Vice President, Chief Operating Officer on October 15, 2025;see the sub-section entitled “Compensation Discussion and Analysis – 2025 Named Executive Officer Departures” for more information. (2)Amounts disclosed under the “Non-Equity Incentive Plan Compensation” column represent the portion of the annual performance-based bonuses earned pursuant to objective performance criteria established as part of our annual performance-based bonus plan for the indicated year for the achievement of pre-established corporate and other goals. For further discussion on performance-based bonuses paid for 2025, see the sub-section entitled “Compensation Discussion and Analysis - 2025 Annual Performance-Based Bonuses.” Annual performance-based bonuses earned during the year are typically paid in February of the following year. (3)Amounts shown include, as applicable: (i) reimbursements for housing, travel expenses and working from home reimbursements; (ii) the portion of life and disability insurance premiums paid by the Company; (iii) the matching contribution made to the Geron 401(k) Plan on behalf of each Named Executive Officer; (iv) consulting services provided by the individual to Geron; (v) fees paid in connection with service on our board of directors; and (vi) severance payments paid or accrued. Amounts for the 2025 fiscal year were as follows:

  80. Summary Compensation Table

    | Named Executive Officer | Housing Allowance ($) | Commuter Travel Reimburse ment ($) | Working from Home Reimburse ment ($) | Life Insurance Premium ($) | Disability Insurance Premium ($) | 401(k) Match ($)(a) | Consulting Services ($) | Fees Earned for Director Services($) | Severance ($) | Total ($) | | Harout Semerjian | — | — | — | 484 | — | 1,333 | — | — | — | 1,817 | | John A. Scarlett, M.D. | 12,000 | 7,219 | 300 | 236 | 654 | — | — | — | 1,706,160(b) | 1,726,569 | | Dawn C. Bir | — | — | — | 545 | — | — | — | 39,713(e) | — | 40,258 | | Michelle J. Robertson | — | — | — | 1,452 | — | 10,000 | — | — | — | 11,452 | | Ahmed ElNawawi | — | — | — | 242 | — | — | — | — | — | 242 | | Joseph Eid, M.D. | — | — | — | 1,452 | — | 10,000 | — | — | — | 11,452 | | Andrew J. Grethlein, Ph.D. (6) | — | — | — | 1,150 | — | 10,000 | 10,000 | — | 889,565(c) | 910,715 | | James Ziegler (7) | — | — | — | 1,150 | — | — | — | — | 759,912(d) | 761,062 |

  81. Summary Compensation Table

    (a)Under Geron’s 401(k) Plan, all participating employees may contribute up to the annual Internal Revenue Service contribution limit. In December 2025, the Compensation Committee approved a matching contribution equal to 50% of each employee’s annual contributions during 2025, up to a maximum amount of $10,000. The matching contributions were paid in cash in February 2026. (b)Amount shown includes: (i) a lump-sum severance payment of $1,678,000 (equal to 24 months of his base salary in effect as of Dr. Scarlett's termination of employment on March 31, 2025); and (ii) continued COBRA coverage for a period of one year following his termination in the amount of $28,160. (c)Amount shown includes: (i) a lump-sum severance payment of $621,000 (equal to 12 months of his base salary in effect as of Dr. Grethlein's termination of employment on October 15, 2025); (ii) continued COBRA coverage for a period of one year following his termination in the amount of $23,568; and (iii) prorated 2025 annual performance-based bonus of $244,997. (d)Amount shown includes: (i) a lump-sum severance payment of $543,400 (equal to 12 months of his base salary in effect as of Mr. Ziegler's termination of employment on October 15, 2025); (ii) continued COBRA coverage for a period of one year following his termination in the amount of $23,568; and (iii) prorated 2025 annual performance-based bonus of $192,944. (e)Amount shown reflects $39,713 earned by Ms. Bir in connection with her service as a non-employee director. Ms. Bir did not receive separate compensation for her service as a director during the time that she was serving as our Interim President and Chief Executive Officer. (4)Amount disclosed under the "Total" column for Ms. Bir consist of $482,409 earned in connection with Ms. Bir's employment as our former Interim Chief Executive Officer from March 10, 2025 to August 1, 2025, and $39,713 earned for her service as a non-employee director. Ms. Bir did not receive separate compensation for her service as a director during the time that she was serving as our Interim President and Chief Executive Officer. (5)For Mr. EINawawi, the amount shown reflects a $200,000 sign-on bonus in connection with the commencement of his employment as our Executive Vice President, Chief Commercial Officer, on October 20, 2025, which was paid in 2025. This bonus is subject to repayment if Mr. ElNawawi leaves the Company before October 20, 2026. For further discussion on the sign-on bonus, see the sub-section entitled “Compensation Discussion and Analysis - New Hire Sign-On Bonus.” (6)Dr. Grethlein served as our Executive Vice President, Chief Operating Officer until October 15, 2025. (7)Mr. Ziegler served as our Executive Vice President, Chief Commercial Officer until October 15, 2025.

  82. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table sets forth information regarding grants of plan-based awards with respect to each of our Named Executive Officers for the 2025 fiscal year:

  83. Grants of Plan-Based Awards for 2025

    | Named Executive Officer | Grant Date | Type of Award | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | All Other Stock Awards | All Other Option Awards: | Exercise or Base Price of Option Awards ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | | Number of Shares of Stock or Units (#) | Number of Securities Underlying Options (#)(2) | | | | Harout Semerjian | | Annual Performance- Based Bonus | $233,333 | | | | | | | 08/07/2025 | Options | | | 11,000,000 | $1.30 | $9,695,400 | | John A. Scarlett, M.D. | | Annual Performance- Based Bonus | $251,865 | | | | | | | 02/18/2025 | Options | | | 2,457,000 | $2.63 | $4,308,104 | | | 02/18/2025 | RSUs | | 410,000 | | | $1,078,300 | | Dawn C. Bir | 05/21/2025 | Options | | | 180,000 | $1.34 | $163,674 | | Michelle J. Robertson | | Annual Performance- Based Bonus | $251,865 | | | | | | | 02/18/2025 | Options | | | 656,000 | $2.63 | $1,150,230 | | | 02/18/2025 | RSUs | | 110,000 | | | $289,300 | | Ahmed ElNawawi | 10/20/2025 | Options | | | 3,000,000 | $1.27 | $2,573,400 | | Joseph Eid, M.D. | | Annual Performance- Based Bonus | $288,750 | | | | | | | | Options | | | N/A | N/A | N/A | | Andrew J. Grethlein, Ph.D. | | Annual Performance- Based Bonus | $310,500 | | | | | | | 02/18/2025 | Options | | | 839,000 | $2.63 | $1,471,103 | | | 02/18/2025 | RSUs | | 140,000 | | | $368,200 | | | 10/16/2025 | Modified Option(5) | | | 78,125 | $1.06 | $3,150 | | James Ziegler | | Annual Performance- Based Bonus | $244,530 | | | | | | | 02/18/2025 | Options | | | 529,000 | $2.63 | $927,549 | | | 02/18/2025 | RSUs | | 89,000 | | | $234,070 |

  84. Grants of Plan-Based Awards for 2025

    (1)This column sets forth the target amount of each Named Executive Officer’s annual performance-based bonus for the 2025 fiscal year under our annual performance-based bonus plan, which does not include threshold or maximum amounts. Accordingly, the amounts set forth in this column do not represent actual compensation earned by our Named Executive Officers for the 2025 fiscal year. For the actual compensation paid to our Named Executive Officers for the 2025 fiscal year, see the sub-section entitled “Summary Compensation Table.” For further discussion, see the sub-section entitled “Compensation Discussion and Analysis – 2025 Annual Performance-Based Bonuses.” (2)Options and RSUs are subject to time-based vesting criteria established by the Compensation Committee and described in the footnotes to the Outstanding Equity Awards at Fiscal Year End table below. (3)The exercise price per share of these stock options is equal to the closing price of our Common Stock on the applicable grant date. (4)Amounts represent the grant date fair value of each stock option and RSU awards granted in 2025 or the incremental fair value associated with the modification of stock options held by the named executive officers in 2025, as applicable. These amounts have been calculated in accordance with FASB ASC Topic 718. Refer to Note 11 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of stock option and RSU awards and the calculation method. (5)As described under the sub-section entitled “Compensation Discussion and Analysis – 2025 Named Executive Officer Departures,” the annual stock option grant awarded to Dr. Grethlein in February 2022, originally covering 750,000 shares of our Common Stock, was modified to provide for its continued vesting during the term of the Grethlein Consulting Agreement. The amount reported in the “All Other Option Awards” column represents the number of unvested shares underlying Dr. Grethlein 2022 stock option grant as of the modification date, and the value reported in the “Grant Date of Fair Value of Stock and Option Awards” column represents the incremental fair value associated with the modification of such grant, calculated as of the modification date in accordance with FASB ASC Topic 718.

  85. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table includes information with respect to all outstanding stock options and RSU awards held by our Named Executive Officers as of December 31, 2025:

  86. Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock Not Vested (#) | Market Value of Shares or Units of Stock Not Vested ($) | | Harout Semerjian | 08/07/2025(8) | — | 11,000,000 | — | 1.30 | 08/06/35 | — | — | | John A. Scarlett, M.D. | 02/09/2017 | 1,050,000 | — | — | 2.15 | 02/09/27 | — | — | | | 01/31/2018 | 1,050,000 | — | — | 2.45 | 01/31/28(6) | — | — | | | 11/07/2018 | 500,000(2) | — | — | 1.72 | 11/06/28(6) | — | — | | | 11/07/2018 | 1,000,000(3) | — | — | 1.72 | 11/06/28(6) | — | — | | | 01/30/2019 | 1,050,000 | — | — | 1.03 | 01/29/29(6) | — | — | | | 02/12/2020(4) | 582,750 | — | — | 1.295 | 02/11/30(6) | — | — | | | 02/02/2021(4) | 600,000 | — | — | 2.055 | 02/01/31(6) | — | — | | | 02/16/2022(4) | 1,618,750 | — | — | 1.06 | 02/15/32(6) | — | — | | | 02/22/2023(4) | 911,458 | — | — | 2.83 | 02/21/33(6) | — | — | | | 02/14/2024(4) | 812,500 | — | — | 2.10 | 02/13/34(6) | — | — | | | 02/18/2025(4) | 51,188 | — | — | 2.63 | 02/17/35(6) | — | — | | Dawn C. Bir | 03/26/2019 | 120,000 | — | — | 1.68 | 03/25/29 | — | — | | | 06/06/2019 | 70,000 | — | — | 1.38 | 06/05/29 | — | — | | | 06/05/2020 | 83,000 | — | — | 1.54 | 06/04/30 | — | — | | | 05/11/2021 | 83,000 | — | — | 1.39 | 05/10/31 | — | — | | | 05/10/2022 | 125,000 | — | — | 1.48 | 05/09/32 | — | — | | | 05/31/2023 | 125,000 | — | — | 3.27 | 05/30/33 | — | — | | | 05/09/2024 | 180,000 | | — | 3.88 | 05/08/34 | — | — | | | 05/21/2025(9) | — | 180,000 | — | 1.34 | 05/20/35 | — | — | | Michelle J. Robertson | 09/25/2023(5) | 759,375 | 590,625 | — | 2.17 | 09/24/33 | — | — | | | 09/25/2023 | 250,000(3) | — | — | 2.17 | 09/24/33 | — | — | | | 02/14/2024(4) | 389,583 | 460,417 | — | 2.10 | 02/13/34 | — | — | | | 02/18/2025(4) | 136,667 | 519,333 | — | 2.63 | 02/17/35 | — | — | | | 02/18/2025 | N/A | N/A | N/A | N/A | N/A | 110,000 | 289,300 | | Ahmed ElNawawi | 10/20/2025(5) | — | 3,000,000 | — | 1.27 | 10/19/35 | — | — | | Joseph Eid, M.D. | 11/11/2024(5) | 677,083 | 1,822,917 | — | 4.12 | 11/10/34 | — | — | | Andrew J. Grethlein, Ph.D. | 02/11/2016 | 105,000 | — | — | 2.54 | 02/11/26(1) | — | — | | | 02/09/2017 | 161,471 | — | — | 2.15 | 02/09/27 | — | — | | | 01/31/2018 | 186,018 | — | — | 2.45 | 01/31/28(7) | — | — | | | 01/30/2019 | 236,121 | — | — | 1.03 | 01/29/29(7) | — | — | | | 02/12/2020 | 291,375 | — | — | 1.295 | 02/11/30(7) | — | — | | | 02/02/2021(4) | 300,000 | — | — | 2.055 | 02/01/31(7) | — | — | | | 02/16/2022(4) | 718,750 | 31,250 | — | 1.06 | 02/15/32(7) | — | — | | | 02/22/2023(4) | 503,750 | — | — | 2.83 | 02/21/33(7) | — | — | | | 02/14/2024(4) | 500,000 | — | — | 2.10 | 02/13/34(7) | — | — | | | 02/18/2025(4) | 122,354 | — | | 2.63 | 02/17/35(7) | — | — | | James Ziegler | 09/09/2024(5) | 433,333 | — | — | 4.41 | 09/08/34(7) | — | — | | | 02/18/2025(4) | 77,146 | — | — | 2.63 | 02/17/35(7) | — | — |

  87. Outstanding Equity Awards at Fiscal Year-End

    (1)Stock option expired unexercised. (2)Stock option vested fully and became exercisable upon written certification by the Compensation Committee of the achievement of acceptance for review by the FDA of an NDA for the first imetelstat indication. (3)Stock option vested fully and became exercisable upon written certification by the Compensation Committee of the achievement of regulatory approval by the FDA of an NDA for the first imetelstat indication. (4)Stock option vests in a series of 48 substantially equal consecutive monthly installments commencing from the grant date provided the executive officer continues to provide services to the Company. In addition to the specific vesting schedule for each stock option, each unvested stock option is subject to potential future vesting acceleration as described under the sub-section entitled “Potential Payments Upon Termination or Change in Control” below. (5)Stock option vests with respect to 12.5% of the shares on the six-month anniversary of grant and with respect to the remaining shares in a series of 42 equal consecutive monthly installments commencing thereafter, provided the executive officer continues to provide services to the Company. In addition to the specific vesting schedule for each stock option, each unvested stock option is subject to potential future vesting acceleration as described under the sub-section entitled “Potential Payments Upon Termination or Change in Control” below. (6)In connection with Dr. Scarlett's termination of employment on March 31, 2025, and pursuant to Dr. Scarlett's employment agreement, all options held by Dr. Scarlett shall remain outstanding and exercisable through the earlier of (i) the second anniversary of the date of his termination of employment, which is March 31, 2027, or (ii) the original expiration date of the option. (7)In connection with Dr. Grethlein's and Mr. Ziegler's respective termination of employment on October 15, 2025, and pursuant to Dr. Grethlein's and Mr. Ziegler's respective employment agreements, all options held by Dr. Grethlein or Mr. Ziegler shall remain outstanding and exercisable through the earlier of (i) the second anniversary of the date of their termination of employment, which is October 15, 2027,or (ii) the original expiration date of the option. (8)Stock option vests (i) with respect to 7,000,000 shares, 12.5% of such shares on the six-month anniversary of the grant and with respect to the remaining shares in a series of 42 equal consecutive monthly installments commencing thereafter, provided the executive officer continues to provide services to the Company, and (ii) with respect to 4,000,000 shares, 25% of such shares on the first anniversary of the executive officers first date of employment and with respect to the remaining shares in a series of 36 equal consecutive monthly installments. (9)Stock option vests on the earlier of the first anniversary of the option grant date and the next annual meeting of the Company’s stockholders following the option grant date, provided that the executive officers continues to provide services to the Company through each vesting date as either an employee, consultant, or director.

  88. Option Exercises and Stock Awards Vested in 2025

    Option Exercises and Stock Awards Vested in 2025 Our Named Executive Officers did not exercise any stock option awards during the 2025 fiscal year. In addition, no restricted stock unit awards held by our Named Executive Officers vested during the 2025 fiscal year.

  89. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as the 401(k) Plan, the Named Executive Officers do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

  90. Non-Qualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Non-Qualified Defined Contribution and Other Nonqualified Deferred Compensation Plans During the 2025 fiscal year, the Named Executive Officers did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  91. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Chief Executive Officer to that of our median employee. We had three individuals serve as Chief Executive Officer during 2025. As permitted by SEC rules, for purposes of this pay ratio disclosure, we have annualized the total compensation of Mr. Semerjian, who became our Chief Executive Officer on August 7, 2025 and was serving as our Chief Executive Officer on October 1, 2025, the date we used to identify our median employee. To annualize Mr. Semerjian’s compensation for 2025, the following adjustments were made: (i) his base salary was annualized to $800,000 (from the $321,538 reported in the Summary Compensation Table), which was Mr. Semerjian’s base salary rate during 2025; (ii) his annual performance-based bonus was annualized to $504,000 (from the $203,000 reported in the Summary Compensation Table), which reflects the bonus Mr. Semerjian would have received had he served as our Chief Executive Officer for the full year; and (iii) his “All Other Compensation” components were annualized to $8,726 (from the $1,817 reported in the Summary Compensation Table), which reflects the aggregate amount of the 401(k) matching contributions and life insurance premiums Mr. Semerjian would have received from the Company had served as our Chief Executive Officer for the full year. Using the methodology described below, (a) the annualized total compensation of our Chief Executive Officer for 2025 was $11,008,126, (b) the annual total compensation of our median employee in 2025 was $314,826, and (c) the resulting ratio of our Chief Executive Officer’s annualized total compensation to our median employee’s annual total compensation for 2025 (the “CEO Pay Ratio”) was 35 to 1.

  92. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure We identified the median employee from our entire employee population (other than our Chief Executive Officer), whether employed on a full-time or part-time basis, as of October 1, 2025, which consisted of 258 employees. We identified the median employee by (i) aggregating for each applicable employee: (A) base salary, (B) the target bonus or commission for 2025, (C) the estimated accounting value of any equity awards granted during 2025, and (ii) ranking this compensation measure for our employees from lowest to highest. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable year-to-date average exchange rate as of October 1, 2025 and annualized the compensation values of individuals that joined our Company during 2025. We did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the annual total compensation of this employee for the 2025 fiscal year in a manner consistent with that used to calculate the annual total compensation for our Named Executive Officers in the Summary Compensation Table above. This information is being provided for compliance purposes and should be viewed as a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The Compensation Committee, the Independent Board and our management did not use the CEO Pay Ratio measure in making compensation decisions for our employees or Named Executive Officers in 2025.

  93. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our executive management team, including our Named Executive Officers, is entitled to certain severance and change in control benefits under the terms of their employment agreements, our Amended Severance Plan, as defined below, and our equity plans. Given the nature of the life sciences industry and the range of strategic initiatives we may explore, the Compensation Committee believes that these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent in the competitive biotechnology employment market. Our change in control benefits are intended to allow employees, including our Named Executive Officers, to focus their attention on the business operations of the Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control of the Company. In addition, our severance benefits provide reasonable protection to our executive management team, including our Named Executive Officers, in the event that they are not retained in circumstances other than termination for cause. We do not provide for any excise tax gross-ups in the Amended Severance Plan or in any individual employment agreement with any member of our executive management team, including our Named Executive Officers.

  94. Potential Payments Table

    Potential Payments Table The table below summarizes potential maximum payments under the Amended Severance Plan, individual employment agreements or equity plans, as applicable, for our continuing Named Executive Officers if a qualifying termination and/or change in control event had occurred on December 31, 2025, the last business day of our last completed fiscal year. The actual value that the continuing Named Executive Officers would receive as a result of stock option vesting acceleration benefits can be determined only at the time of such termination and/or change in control event.

  95. Potential Payments Table

    | Named Executive Officer | Qualifying Event | Severance | Continued Healthcare Benefits | Options Vesting | Restricted Stock Units Vesting | Total | | Harout Semerjian | Covered Termination – No Change in Control(1) | $1,200,000 | $36,737 | $— | $— | $1,236,737 | | | Termination Without Cause or for Good Reason – With Change in Control(2)(3) | $1,760,000 | $55,106 | $220,000 | $— | $2,035,106 | | | Without Termination – With Change in Control(3) | $— | $— | $220,000 | $— | $220,000 | | | Death(4) | $— | $— | $220,000 | $— | $220,000 | | | Disability(5) | $— | $— | $220,000 | $— | $220,000 | | Michelle J. Robertson | Covered Termination – No Change in Control(1) | $559,700 | $11,929 | $— | $— | $571,629 | | | Termination Without Cause or for Good Reason – With Change in Control(2)(3) | $811,565 | $14,912 | $— | $145,200 | $971,677 | | | Without Termination – With Change in Control(3) | $— | $— | $— | $145,200 | $145,200 | | | Death(4) | $— | $— | $— | $— | $— | | | Disability(5) | $— | $— | $— | $— | $— | | Ahmed ElNawawi | Covered Termination – No Change in Control(1) | $525,000 | $36,737 | $— | $— | $561,737 | | | Termination Without Cause or for Good Reason – With Change in Control(2)(3) | $761,250 | $45,922 | $150,000 | $— | $957,172 | | | Without Termination – With Change in Control(3) | $— | $— | $150,000 | $— | $150,000 | | | Death(4) | $— | $— | $150,000 | $— | $150,000 | | | Disability(5) | $— | $— | $150,000 | $— | $150,000 | | Joseph Eid, M.D. | Covered Termination – No Change in Control(1) | $650,000 | $13,211 | $— | $— | $663,211 | | | Termination Without Cause or for Good Reason – With Change in Control(2)(3) | $1,007,500 | $16,513 | $— | $— | $1,024,013 | | | Without Termination – With Change in Control(3) | $— | $— | $— | $— | $— | | | Death(4) | $— | $— | $— | $— | $— | | | Disability(5) | $— | $— | $— | $— | $— |

  96. Potential Payments Table

    (1)Amounts represent lump-sum severance payments (including the target annual performance-based bonus) and continued healthcare benefits that could be paid to a Named Executive Officer upon a Covered Termination as of December 31, 2025, not in connection with a Change in Control transaction. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. (2)Amounts represent lump-sum severance payments (including the target annual performance-based bonus), continued healthcare benefits and the intrinsic value of acceleration of unvested stock options and restricted stock units, based on a market value of $1.32 per share of Common Stock as of December 31, 2025, that could be paid to a Named Executive Officer under such Named Executive Officer’s employment agreement and/or our Amended Severance Plan in the event of a Covered Termination or Change in Control Triggering Event on December 31, 2025, as applicable. Any payments made under a Named Executive Officer’s employment agreement would not duplicate any payments due under the Amended Severance Plan. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. (3)Amounts represent or include, as applicable, the intrinsic value of unvested stock options and restricted stock units that would become fully vested and exercisable upon a Change in Control regardless of termination, based on a market value of $1.32 per share of Common Stock as of December 31, 2025. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. (4)Amounts represent intrinsic value of unvested stock options that would become fully vested and exercisable upon a termination of service as a result of death, based on a market value of $1.32 per share of Common Stock as of December 31, 2025. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. (5)Amounts represent the intrinsic value of unvested stock options that would become fully vested and exercisable upon a termination of service as a result of total and permanent disability (as defined in Section 22(e)(3) of the Code), based on a market value of $1.32 per share of Common Stock as of December 31, 2025. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. Dr. Scarlett ceased serving as our President and Chief Executive Officer and resigned from the Board on March 10, 2025. Dr. Scarlett's termination qualified as a Covered Termination under his employment agreement. Pursuant to the terms set forth in Dr. Scarlett's employment agreement, in connection with his Covered Termination, and subject to and effective upon the date set forth in his separation and release agreement, Dr. Scarlett received the following severance benefits following his last day of employment on March 31, 2025: (i) a lump-sum severance payment of $1,678,000 (equal to 24 months of his base salary in effect as of such termination); and (ii) continued COBRA coverage for a period of one year following his termination in the amount of $28,160. In addition, the vested portion of any stock options held by Dr. Scarlett will remain exercisable until the earlier of the second anniversary of the date of termination and the original expiration date of such award. Dr. Grethlein ceased serving as our Executive Vice President, Chief Operating Officer on October 15, 2025. Dr. Grethlein's termination qualified as a Covered Termination under his employment agreement. Pursuant to the terms set forth in Dr. Grethlein's employment agreement, in connection with his Covered Termination, and subject to and effective upon the date set forth in his separation and release agreement, Dr. Grethlein received the following severance benefits following his last day of employment on October 15, 2025: (i) a lump-sum severance payment of $621,000 (equal to 12 months of his base salary in effect as of such termination); and (ii) continued COBRA coverage for a period of one year following his termination in the amount of $23,568. In addition, the vested portion of any stock options held by Dr. Grethlein will remain exercisable until the earlier of the second anniversary of the date of termination and the original expiration date of such award. In addition, pursuant to the terms of the Grethlein Consulting Agreement, the annual stock option grant awarded to Dr. Grethlein in February 2022 was modified to provide for its continued vesting during the term of the Grethlein Consulting Agreement. Mr. Ziegler ceased serving as our Executive Vice President, Chief Commercial Officer on October 15, 2025. Mr. Ziegler's termination qualified as a Covered Termination under his employment agreement. Pursuant to the terms set forth in Mr. Ziegler's employment agreement, in connection with Mr. Ziegler's Covered Termination, and subject to and effective upon the date set forth in his separation and release agreement, Mr. Ziegler received the following severance benefits following his last day of employment on October 15, 2025: (i) a lump-sum severance payment of $543,400 (equal to 12 months of his base salary in effect as of such termination); and (ii) continued COBRA coverage for a period of one year following his termination in the amount of $23,568. In addition, the vested portion of any stock options held by Mr. Ziegler will remain exercisable until the earlier of the second anniversary of the date of termination and the original expiration date of such award. Ms. Bir ceased serving as our Interim President and Chief Executive Officer on August 7, 2025. Because Ms. Bir was serving in an interim capacity, Ms. Bir was not eligible to participate in the Company’s Amended Severance Plan, and Ms. Bir was not otherwise eligible to receive, and did not receive, severance compensation in connection or other amounts with cessation of her service as our Interim President and Chief Executive Officer.

  97. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the executive compensation for our principal executive officer (“PEO”) and the other named executive officers, other than the PEO (the “Non-PEO NEOs”), and the Company’s performance for the years listed below. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. The Compensation Committee did not consider the disclosure below in making its pay decisions for any of the years shown. For information on our executive compensation program and the Compensation Committee’s approach, refer to the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Narrative Disclosure” of this Proxy Statement.

  98. Pay Versus Performance Table

    | Year(1) | Summary Compensation Table Total for Mr. Semerjian(2) | Compensation Actually Paid to Mr. Semerjian(3) | Summary Compensation Table Total for Dr. Scarlett(2) | Compensation Actually Paid to Dr. Scarlett(3) | Summary Compensation Table Total for Ms. Bir(2) | Compensation Actually Paid to Ms. Bir(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On | | Net Income (Loss) (In Thousands) (7) | Net Product Revenue (In Thousands) (8) | | | | | | | | | | | Total Shareholder Return(6) | Peer Total Shareholder Return(6) | | | | 2025 | $10,221,755 | $10,176,355 | $7,422,754 | $(7,325,108) | $522,122 | $243,248 | $2,368,324 | $(1,105,269) | $83 | $125 | ($83,500) | $183,623 | | 2024 | $— | $— | $6,152,657 | $15,290,185 | $— | $— | $4,656,303 | $5,935,936 | $223 | $93 | ($174,572) | $76,495 | | 2023 | $— | $— | $4,950,424 | $4,472,564 | $— | $— | $2,845,527 | $2,349,061 | $133 | $94 | ($184,127) | $— | | 2022 | $— | $— | $2,997,203 | $5,898,457 | $— | $— | $1,361,162 | $2,480,002 | $152 | $90 | ($141,901) | $— | | 2021 | $— | $— | $2,056,987 | $1,340,341 | $— | $— | $1,155,449 | $832,837 | $77 | $100 | ($116,112) | $— |

  99. Pay Versus Performance Table

    (1)For each of the years presented in the above table, the PEOs were as follows:

  100. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. Compensation Actually Paid vs. Geron 5-year Cumulative Total Shareholder Return (TSR) and Peer TSR The following graph sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, and the Peer TSR (NASDAQ Biotechnology Index) over the five most recently completed fiscal years. Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income (loss) over the five most recently completed fiscal years. Compensation Actually Paid and Net Product Revenue The following graph sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net product revenue over the five most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference. Proposal Four Ratification of Selection of Independent Registered Public Accounting Firm The Audit Committee of the Board has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 1992. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders. We have been informed by Ernst & Young LLP that, to the best of their knowledge, neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in Geron or our affiliates. Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee and the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Geron and our stockholders.