GERON CORP 10-Q

ITEM 5. OTHER INFORMATION Trading Arrangements During the quarterly period covered by this report, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K) as set forth in the table below. 90 Character of Trading Arrangement Name and Title Action Taken Date of Action R ule 10b5-1* Non-Rule 10b5-1** Nature of Trading Arrangement Aggregate Number of Securities Duration of Trading Arrangement V. Bryan Lawlis, Ph.D. Adopted May 15, 2025 X Sale 406,000 1 May 15, 2025− May 15, 2026 , or such earlier date on which all shares under the plan are sold. Director * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act. 1 Consists of 406,000 shares subject to stock options previously granted by Geron to Dr. Lawlis. ITEM 6. EXHIBITS Incorporation by Reference Exhibit Number Description Exhibit Number Filing Filing Date File No. 10.1* Geron Corporation 2018 Equity Incentive Plan, as amended. 10.1 8-K May 27, 2025 000-20859 10.2* Geron Corporation 2014 Employee Stock Purchase Plan, as amended. 10.2 8-K May 27, 2025 000-20859 31.1+ Certification of Chief Executive Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated August 6, 2025. 31.2+ Certification of Chief Financial Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated August 6, 2025. 32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated August 6, 2025.** 32.2+ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated August 6, 2025.** 101 The following materials from the Registrant’s June 30, 2025 Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2025 and 2024 and (v) Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 91 _____________________ + Filed herewith. * Management contract or compensation plan or arrangement. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Report), irrespective of any general incorporation language contained in such filing. 92 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. GERON CORPORATION Date: August 6, 2025 By: /s/ MICHELLE ROBERTSON MICHELLE ROBERTSON Executive Vice President, Finance, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial and Accounting Officer) 93