GERON CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) GERON CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) SEPTEMBER 30, 2025 DECEMBER 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 78,117 $ 79,016 Restricted cash 1,876 1,860 Marketable securities 302,415 327,550 Accounts receivable, net 35,361 35,946 Interest and other receivables 2,295 2,853 Inventory 95,422 38,714 Prepaid expenses and other current assets 6,856 5,053 Total current assets 522,342 490,992 Noncurrent marketable securities 39,063 94,519 Property and equipment, net 973 1,310 Operating leases, right-of-use assets 2,339 2,881 Deposits and other assets 2,665 4,079 $ 567,382 $ 593,781 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 11,111 $ 8,595 Accrued compensation and benefits 16,388 22,808 Operating lease liabilities 994 974 Liability related to sale of future royalties 19,291 20,372 Accrued liabilities 39,928 35,549 Total current liabilities 87,712 88,298 Noncurrent operating lease liabilities 1,658 2,266 Noncurrent liability related to sale of future royalties 110,041 104,421 Noncurrent debt 119,264 118,476 Commitments and contingencies Stockholders' equity: Common stock 638 606 Additional paid-in capital 2,074,640 2,051,794 Accumulated deficit ( 1,826,979 ) ( 1,772,341 ) Accumulated other comprehensive gain (loss) 408 261 Total stockholders' equity 248,707 280,320 $ 567,382 $ 593,781 See accompanying notes. 3 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 2025 2024 Revenues: Product revenue, net $ 47,167 $ 28,209 $ 135,610 $ 28,989 Royalties 60 62 256 468 Total revenues $ 47,227 $ 28,271 $ 135,866 $ 29,457 Costs and operating expenses: Cost of goods sold 1,043 456 3,439 473 Research and development 21,070 20,153 57,884 80,305 Selling, general and administrative 39,001 35,877 117,588 102,361 Total costs and operating expenses $ 61,114 $ 56,486 $ 178,911 $ 183,139 Loss from operations ( 13,887 ) ( 28,215 ) ( 43,045 ) ( 153,682 ) Interest income 4,264 4,877 14,072 14,448 Interest expense ( 8,644 ) ( 3,046 ) ( 25,360 ) ( 9,798 ) Other income and (expense), net ( 161 ) ( 63 ) ( 305 ) ( 188 ) Net loss $ ( 18,428 ) $ ( 26,447 ) $ ( 54,638 ) $ ( 149,220 ) Basic and diluted net loss per share $ ( 0.03 ) $ ( 0.04 ) $ ( 0.08 ) $ ( 0.23 ) Shares used in computing basic and diluted net loss per share 667,101,756 662,158,182 666,396,910 639,933,612 See accompanying notes. 4 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (IN THOUSANDS) (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 2025 2024 Net loss $ ( 18,428 ) $ ( 26,447 ) $ ( 54,638 ) $ ( 149,220 ) Net unrealized gain/(loss) on marketable securities 218 1,507 82 816 Foreign currency translation adjustments 73 48 65 17 Comprehensive loss $ ( 18,137 ) $ ( 24,892 ) $ ( 54,491 ) $ ( 148,387 ) See accompanying notes. 5 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Gain (Loss) Total Stockholders' Equity Shares Amount Balance at December 31, 2024 606,387,666 $ 606 $ 2,051,794 $ ( 1,772,341 ) $ 261 $ 280,320 Net loss — — — ( 19,835 ) — ( 19,835 ) Other comprehensive loss — — — — 55 55 Foreign currency translation adjustment — — — — ( 12 ) ( 12 ) Exercise of Pre-Funded Warrant 30,369,830 31 — — — 31 Issuances of common stock under equity plans 155,349 — 256 — — 256 Stock-based compensation related to issuances of common stock and options in exchange for services 4,913 — 15 — — 15 Stock-based compensation for equity-based awards to employees and directors — — 7,408 — — 7,408 Balance at March 31, 2025 636,917,758 $ 637 $ 2,059,473 $ ( 1,792,176 ) $ 304 $ 268,238 Net loss — — — ( 16,375 ) — ( 16,375 ) Other comprehensive loss — — — — ( 191 ) ( 191 ) Foreign currency translation adjustment — — — — 4 4 Stock-based compensation related to issuances of common stock and options in exchange for services 5,540 — 26 — — 26 Issuances of common stock under equity plans 509,072 1 590 — — 591 Stock-based compensation for equity-based awards to employees and directors — — 6,738 — — 6,738 Employee stock purchases 417,369 — 500 — — 500 Balance at June 30, 2025 637,849,739 $ 638 $ 2,067,327 $ ( 1,808,551 ) $ 117 $ 259,531 Net loss ( 18,428 ) ( 18,428 ) Other comprehensive income — — — — 218 218 Foreign currency translation adjustment — — — — 73 73 Stock-based compensation related to issuance of common stock and options in exchange for services 5,702 — 29 — — 29 Issuance of common stock under equity plans 499,834 — 542 — — 542 Stock-based compensation for equity-based awards to employees and directors — — 6,742 — — 6,742 Balance at September 30, 2025 638,355,275 $ 638 $ 2,074,640 $ ( 1,826,979 ) $ 408 $ 248,707 6 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Gain (Loss) Total Stockholders' Equity Shares Amount Balance at December 31, 2023 544,912,215 $ 545 $ 1,844,988 $ ( 1,597,769 ) $ 185 $ 247,949 Net loss — — — ( 55,390 ) — ( 55,390 ) Other comprehensive income — — — — ( 448 ) ( 448 ) Foreign currency translation adjustment — — — — ( 10 ) ( 10 ) Issuance of common stock and pre-funded warrant to purchase common stock in public offering, net of issuance costs of $ 9,000 41,999,998 42 140,958 — — 141,000 Issuance of common stock in connection with exercise of warrants 37,640 — 49 — — 49 Stock-based compensation related to issuance of common stock and options in exchange for services 2,462 — 92 — — 92 Issuance of common stock under equity plans 4,211,493 4 6,745 — — 6,749 Stock-based compensation for equity-based awards to employees and directors — — 4,877 — — 4,877 Balance at March 31, 2024 591,163,808 $ 591 $ 1,997,709 $ ( 1,653,159 ) $ ( 273 ) $ 344,868 Net loss — — — ( 67,383 ) — ( 67,383 ) Other comprehensive loss — — — — ( 243 ) ( 243 ) Foreign currency translation adjustment — — — — ( 21 ) ( 21 ) Offering expenses — — ( 271 ) — — ( 271 ) Issuance of common stock in connection with exercise of warrants 281,211 — 365 — — 365 Stock-based compensation related to issuances of common stock and options in exchange for services 1,916 1 15 — — 16 Issuance of common stock under equity plans 9,400,121 9 16,364 — — 16,373 Stock-based compensation for equity-based awards to employees and directors — — 12,625 — — 12,625 Employee stock purchases 201,052 — 366 — — 366 Balance at June 30, 2024 601,048,108 $ 601 $ 2,027,173 $ ( 1,720,542 ) $ ( 537 ) $ 306,695 Net loss ( 26,447 ) ( 26,447 ) Other comprehensive loss — — — — 1,507 1,507 Foreign currency translation adjustment — — — — 47 47 Issuance of common stock in connection with exercise of warrants 3,080 — 4 — — 4 Stock-based compensation related to issuance of common stock and options in exchange for services 1,767 — 14 — — 14 Issuances of common stock under equity plans 2,049,118 2 3,572 — — 3,574 Stock-based compensation for equity-based awards to employees and directors — — 6,890 — — 6,890 Balance at September 30, 2024 603,102,073 $ 603 $ 2,037,653 $ ( 1,746,989 ) $ 1,017 $ 292,284 See accompanying notes. 7 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 54,638 ) $ ( 149,220 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 387 404 Accretion and amortization on investments, net ( 5,477 ) $ ( 7,281 ) Amortization of debt issuance costs/debt discounts 788 1,894 Non-cash interest expense on liabilities for sales of future royalties 15,043 — Stock-based compensation for services by non-employees 70 122 Stock-based compensation for employees and directors 20,888 24,392 Amortization of right-of-use assets 542 501 Increase in allowance for doubtful accounts ( 4 ) — Changes in assets and liabilities: Inventory ( 56,708 ) ( 20,283 ) Accounts receivable, net 589 ( 28,007 ) Prepaid expenses, interest receivable and other assets 167 ( 1,842 ) Current and noncurrent liabilities ( 114 ) 4,647 Payment on Royalty agreement ( 10,503 ) — Net cash used in operating activities ( 88,970 ) ( 174,673 ) Cash flows from investing activities: Purchases of property and equipment ( 49 ) ( 821 ) Purchases of marketable securities ( 200,202 ) ( 292,141 ) Proceeds from maturities of marketable securities 286,353 290,469 Net cash provided by (used in) investing activities 86,102 ( 2,493 ) Cash flows from financing activities: Proceeds from issuances of common stock from equity plans 1,389 26,696 Proceeds from issuance of common stock from offering and pre-funded warrant, net of paid issuance costs — 140,729 Proceeds from exercise of warrants — 418 Proceeds from employee stock purchase plan 500 366 Net cash provided by financing activities 1,889 168,209 Effect of exchange rates on cash, cash equivalents and restricted cash 96 17 Net increase in cash, cash equivalents and restricted cash ( 883 ) ( 8,940 ) Cash, cash equivalents and restricted cash at the beginning of the period 80,876 71,138 Cash, cash equivalents and restricted cash at the end of the period $ 79,993 $ 62,198 See accompanying notes. 8 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) 1. BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, USE OF ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The terms “Geron”, the “Company”, “we” and “us” as used in this Report refer to Geron Corporation and its wholly-owned subsidiaries, Geron UK Limited, or Geron UK, a United Kingdom company, and Geron Netherlands B.V., or Geron Netherlands, a Netherlands company. Geron UK was incorporated in September 2021, and its operations commenced in January 2022. Geron Netherlands was incorporated in February 2023, and its operations commenced in June 2023. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States, or U.S., generally accepted accounting principles, or GAAP, for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other period. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements for each of the three years ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, or the 2024 Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from audited financial statements at that date. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Geron Corporation and its wholly-owned subsidiaries, Geron UK and Geron Netherlands. For Geron UK and Geron Netherlands, we have eliminated intercompany accounts and transactions. We prepare the financial statements of Geron UK and Geron Netherlands using the local currency as the functional currency. We translate the assets and liabilities of Geron UK and Geron Netherlands at rates of exchange at the balance sheet date and translate income and expense items at average monthly rates of exchange. The resultant translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, on our condensed consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to accrued liabilities, revenue recognition, fair value of marketable securities and equity investments, liabilities related to the sale of future royalties, operating leases, right-of-use assets, lease liabilities, inventory valuation, income taxes, and stock-based compensation. We base our estimates on historical experience and on various other market specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Summary of Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and nine months ended September 30, 2025 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2024 Form 10-K. Recent Accounting Pronouncements New Accounting Pronouncements – Issued But Not Yet Adopted 9 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are evaluating the impact of this ASU on our condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB are not believed by management to have a material impact on our financial statements. 2. REVENUE RECOGNITION Net Product Revenue To date, our only source of product revenue has been from the U.S. sales of RYTELO, which we began shipping to our customers in June 2024. The reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments was as follows for the three and nine months ended September 30, 2025 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Gross product revenue $ 60,188 $ 32,657 $ 163,374 $ 33,547 Gross-to-net adjustments: Chargebacks and customer credits ( 9,083 ) ( 4,002 ) ( 22,670 ) ( 4,099 ) Government rebates ( 2,143 ) ( 364 ) ( 2,668 ) ( 375 ) Sales returns and allowances ( 1,795 ) ( 82 ) ( 2,426 ) ( 84 ) Total gross-to-net adjustments ( 13,021 ) ( 4,448 ) ( 27,764 ) ( 4,558 ) Net product revenue $ 47,167 $ 28,209 $ 135,610 $ 28,989 3 . INVENTORY All of our inventories are related to the manufacturing of RYTELO. The following table presents our inventory as of September 30, 2025: September 30, December 31, (in thousands) 2025 2024 Raw materials $ 13,863 $ 4,904 Work-in-process 63,152 30,093 Finished goods 18,407 3,717 Total inventory $ 95,422 $ 38,714 10 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) 4. FAIR VALUE MEASUREMENTS Cash Equivalents and Marketable Securities Cash equivalents, restricted cash and marketable securities by security type at September 30, 2025 were as follows: (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Included in cash and cash equivalents: Money market funds $ 30,264 $ — $ — $ 30,264 Commercial paper 4,964 — — 4,964 $ 35,228 $ — $ — $ 35,228 Restricted cash: Money market fund $ 1,602 $ — $ — $ 1,602 Certificate of deposit 274 — — 274 $ 1,876 $ — $ — $ 1,876 Marketable securities: U.S. Treasury securities (due in less than one year) $ 22,836 $ 45 $ — $ 22,881 U.S. Treasury securities (due in 1-2 years) — — — — Municipal securities (due in 1 to 2 years) 5,041 13 — 5,054 Government-sponsored enterprise securities (due in 1-2 years) 5,000 — — 5,000 Commercial paper (due in less than one year) 118,244 34 ( 4 ) 118,274 Corporate notes (due in less than one year) 161,050 218 ( 8 ) 161,260 Corporate notes (due in one to two years) 28,945 80 ( 16 ) 29,009 $ 341,116 $ 390 $ ( 28 ) $ 341,478 11 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) Cash equivalents, restricted cash and marketable securities by security type at December 31, 2024 were as follows: (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Included in cash and cash equivalents: Money market funds $ 45,215 $ — $ — $ 45,215 Commercial paper 4,978 — ( 1 ) 4,977 $ 50,193 $ — $ ( 1 ) $ 50,192 Restricted cash: Money market fund $ 1,587 $ — $ — $ 1,587 Certificate of deposit 273 — — 273 $ 1,860 $ — $ — $ 1,860 Marketable securities: U.S. Treasury securities (due in less than one year) $ 7,937 $ 22 $ — $ 7,959 U.S. Treasury securities (due in one to two years) 22,620 1 ( 11 ) 22,610 Government-sponsored enterprise securities (due in less than one year) 8,741 7 — 8,748 Commercial paper (due in less than one year) 180,131 150 ( 56 ) 180,225 Corporate notes (due in less than one year) 130,361 284 ( 27 ) 130,618 Corporate notes (due in one to two years) 72,000 6 ( 97 ) 71,909 $ 421,790 $ 470 $ ( 191 ) $ 422,069 12 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) Cash equivalents and marketable securities with unrealized losses that have been in a continuous unrealized loss position for less than 12 months and 12 months or longer at September 30, 2025 and December 31, 2024 were as follows: Less Than 12 Months 12 Months or Longer Total (In thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses As of September 30, 2025: Commercial paper (due in less than one year) 27,555 ( 5 ) — — 27,555 ( 5 ) Corporate notes (due in less than one year) 10,887 ( 7 ) 1,980 ( 2 ) 12,867 ( 9 ) Corporate notes (due in one to two years) 9,893 ( 17 ) — — 9,893 ( 17 ) $ 48,335 $ ( 29 ) $ 1,980 $ ( 2 ) $ 50,315 $ ( 31 ) As of December 31, 2024: U.S. Treasury securities (due in less than one year) $ 18,593 $ ( 10 ) $ — $ — $ 18,593 $ ( 10 ) Commercial paper (due in less than one year) 66,076 ( 56 ) — — 66,076 ( 56 ) Corporate notes (due in less than one year) 31,549 ( 26 ) 1,993 ( 1 ) 33,542 ( 27 ) Corporate notes (due in one to two years) 53,506 ( 98 ) — — 53,506 ( 98 ) $ 169,724 $ ( 190 ) $ 1,993 $ ( 1 ) $ 171,717 $ ( 191 ) The gross unrealized losses related to U.S. Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of September 30, 2025 and December 31, 2024 were due to changes in interest rates and not credit risk. If an available-for-sale security’s fair value is less than its amortized cost basis, we evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. We have not recorded any allowances for credit losses on our available-for-sale securities for the three and nine months ended September 30, 2025 as we have not identified any unrealized losses for these securities attributable to credit factors. Our exposure to unrealized losses may increase in the future due to the economic pressures or uncertainties associated with macroeconomic or other global economic conditions, including those resulting from inflation, fluctuations in interest rates, prospects of a recession, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other health crises. 13 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) Fair Value on a Recurring Basis We categorize financial instruments recorded at fair value on our condensed consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Money market funds are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. U.S. Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper, and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Below is a description of the valuation methodologies used for financial instruments measured at fair value on our consolidated balance sheets, including the category for such financial instruments. Money market funds and certificates of deposit are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. Commercial paper, U.S. Treasury securities, municipal securities, government-sponsored enterprise securities and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. The embedded derivatives are classified within Level 3 of the fair value hierarchy. See Note 6 on Debt. Liability Related to the Sale of Future Royalties We will utilize the prospective method to account for subsequent changes in the estimated future payments to be made to Royalty Pharma and will update the effective interest rate on a quarterly basis. We determined the fair value of the liability related to the sale of future royalties based on our current estimates of future royalties expected to be paid to Royalty Pharma over the life of the arrangement, which are considered Level 3. See Note 6 on Debt. There were no transfers between Level 1, Level 2, and Level 3 during the periods presented. 14 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value category assigned. Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (In thousands) Level 1 Level 2 Level 3 Total As of September 30, 2025: Money market funds (1)(2) $ 31,867 $ — $ — $ 31,867 Certificate of deposit (2) 274 — — 274 Municipal securities (4) — 5,054 — 5,054 U.S. Treasury securities (3) — 22,881 — 22,881 Government-sponsored enterprise securities (4) — 5,000 — 5,000 Commercial paper (1) (3) — 123,238 — 123,238 Corporate notes (3)(4) — 190,268 — 190,268 Total $ 32,140 $ 346,441 $ — $ 378,581 As of December 31, 2024: Money market funds (1)(2) $ 46,802 $ — $ — $ 46,802 Certificate of deposit (2) 273 — — 273 U.S. Treasury securities (3)(4) — 30,570 — 30,570 Government-sponsored enterprise securities (3) — 8,748 — 8,748 Commercial paper (3) — 185,201 — 185,201 Corporate notes (3)(4) — 202,527 — 202,527 Total $ 47,075 $ 427,046 $ — $ 474,121 _______________________________ (1) Included in cash and cash equivalents on our condensed consolidated balance sheets. (2) Included in restricted cash on our condensed consolidated balance sheets. (3) Included in current portion of marketable securities on our condensed consolidated balance sheets. (4) Included in noncurrent portion of marketable securities on our condensed consolidated balance sheets. Credit Risk We currently place our cash, restricted cash, cash equivalents and marketable securities with multiple institutions in the U.S. Generally, these deposits may be redeemed upon demand and therefore, bear minimal risk. Deposits with banks may exceed the amount of insurance provided on such deposits. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and marketable securities. Cash equivalents and marketable securities currently consist of money market funds, government-sponsored enterprise securities, U.S. Treasury securities, municipal securities, commercial paper and corporate notes. Our investment policy, approved by the audit committee of our board of directors, limits the amount we may invest in any one type of investment issuer, thereby reducing credit risk concentrations. However, we are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents to the extent recorded in our consolidated balance sheets. We have not experienced any losses in such accounts and we believe that we are not exposed to significant credit risk of our financial position at the depository institutions in which those deposits are held. 15 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) Concentration of Credit Risk As of September 30, 2025, seven customers accounted for 100 % of our gross accounts receivable: McKesson Financial Center, which accounted for 47 % of our gross accounts receivable; ASD Specialty Healthcare LLC, which accounted for 30 % of our gross accounts receivable; Cardinal Health Inc., which accounted for 21 % of our gross accounts receivable; Biologics Inc, which accounted for 1 % of our gross accounts receivable; and Sina Drug, which accounted for 1 % of our gross accounts receivable; and Tannergap, Inc, which accounted for 1 % of our gross accounts receivable . 5. ACCRUED LIABILITIES Accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024: (In thousands) SEPTEMBER 30, 2025 DECEMBER 31, 2024 CRO and clinical trial costs $ 6,263 $ 18,968 Manufacturing activities 26,169 11,839 Professional legal and accounting fees 963 475 Interest payable — 2,186 Gross-to-net adjustments 4,105 1,166 Other 2,428 915 Total Accrued Liabilities $ 39,928 $ 35,549 6. DEBT Pharmakon Loan Agreement On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, each, a Lender, which are investment funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent, that provides for a 5-year senior secured term loan facility of up to $ 250.0 million, divided into three committed tranches: (i) a Tranche A Loan in an aggregate principal amount of $ 125.0 million, or the Tranche A Loan, which was funded on November 1, 2024, or the Tranche A Closing Date; (ii) a Tranche B Loan in an aggregate principal amount of $ 75.0 million, or the Tranche B Loan, which is available, subject to certain limited conditions, at our option; and (iii) a Tranche C Loan in an aggregate principal amount of $ 50.0 million, or the Tranche C Loan, and together with the Tranche A Loan and the Tranche B Loan, collectively, the Term Loans, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue milestone. The Tranche B Loan and the Tranche C Loan, once available, may be requested on or prior to December 31, 2025. A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed under the Hercules Loan Agreement, which was terminated effective November 1, 2024. The remaining proceeds will be used to fund our general corporate and working capital requirements. The Term Loans mature on November 1, 2029. The Term Loans bear interest at a variable rate per annum equal to 5.75 % plus the three-month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00 %. As of the inception date, the interest rate applicable to the Tranche A Loan was 10.32 %. As of September 30, 2025, the applicable interest rate was 10.04 %. Interest is due and payable quarterly on the last day of each quarter with the first payment due on December 31, 2024. The Pharmakon Loan Agreement requires we pay an amount equal to 2.50 % of the Lenders’ total committed amount to fund the Term Loans, payable with respect to each Term Loan on the funding date of such Term Loan. We may elect to prepay the Term Loans in part or in whole prior to the Maturity Date with such prepayments being subject to a prepayment premium equal to the principal amount so prepaid multiplied by 3 % if made prior to the 3rd anniversary of the funding date of the applicable Term Loan, 2 % if made on or after the 3rd anniversary of 16 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) the funding date of the applicable Term Loan but prior to the 4th anniversary of the funding date of the applicable Term Loan, and 1 % if made on or after the 4th anniversary of the funding date of the applicable Term Loan but prior to the Maturity Date. In addition to the prepayment premium, prepayments of any Term Loan prior to the 2nd anniversary of the funding date of such Term Loan are subject to a make-whole amount equal to the sum of all interest that would have accrued through such 2nd anniversary. Our obligations under the Pharmakon Loan Agreement are secured by substantially all of our assets, including our intellectual property. Certain of our subsidiaries may, from time to time after the Tranche A Closing Date, be required to guarantee our obligations under the Pharmakon Loan Agreement and, in connection with such guarantee, pledge substantially all of their assets, including intellectual property, to secure such guarantee. The Pharmakon Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties. We are bound by certain affirmative covenants setting forth actions that are required during the term of the Pharmakon Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements. There are no financial covenants. Additionally, we are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the Pharmakon Loan Agreement, including, without limitation, (i) selling or disposing of assets, (ii) amending, modifying or waiving our rights under material agreements, (iii) consummating change in control transactions unless all amounts becoming due under the Loan Agreement are paid in full immediately upon (and concurrent with) the consummation of any such change in control transaction, (iv) incurring additional indebtedness, (v) incurring non-permitted liens or encumbrance on our or our subsidiaries’ assets, (vi) paying dividends or making any distribution or payment on or redeeming, retiring or purchasing any equity interests, and (vii) making payments on subordinated indebtedness, in each case, subject to specified exceptions. The Pharmakon Loan Agreement also contains the following events of default: (i) failure to pay principal, interest and other amounts when due, (ii) the breach of the covenants under the Loan Agreement, (iii) the occurrence of a material adverse change or the occurrence of a withdrawal event in respect of RYTELO, (iv) certain attachments of the credit parties assets and restraints on their business, (v) certain insolvency, liquidation, bankruptcy or similar events, (vi) certain cross-default of third-party indebtedness and royalty revenue contracts, (vii) the failure to pay certain judgments, (viii) material misrepresentations, (ix) the loan documents ceasing to create a valid security interest in a material portion of the collateral, (x) the occurrence of certain ERISA events, and (xi) the occurrence of a default under any subordination or intercreditor agreement, in each case subject to the grace periods, cure period and thresholds as specified in the Pharmakon Loan Agreement. Upon the occurrence and during the continuance of an event of default, the Lenders may, among other things, accelerate our obligations under the Pharmakon Loan Agreement (including all obligations for principal, interest and any applicable make-whole and prepayment premiums); provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events, all outstanding obligations will be immediately accelerated. Future Minimum Payments 17 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of September 30, 2025 (in thousands): 2025 $ 6,415 2026 12,725 2027 12,725 2028 12,760 2029 135,633 Thereafter — Total $ 180,258 Less: amount representing interest ( 55,258 ) Less: unamortized debt discount and issuance costs ( 5,736 ) Noncurrent portion of debt $ 119,264 Liabilities Related to Sale of Future Royalties On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma. Pursuant to the Royalty Pharma Agreement, we received an upfront payment of $ 125.0 million, or the Purchase Price, in exchange for which Royalty Pharma obtained the right, or the Revenue Participation Right, to receive certain amounts calculated as a percentage of future U.S. net sales of RYTELO for each calendar quarter, or Royalty Payments, during the term contemplated by the Royalty Pharma Agreement. Specifically, the revenue participation rate commences at 7.75 % for annual U.S. net sales of up to and equal to $ 500.0 million declining to 1.0 % for annual U.S. net sales exceeding $ 1.0 billion until the date when the aggregate Royalty Payments equal or exceed 1.65 times the Purchase Price, if this occurs by June 30, 2031, or the date when the aggregate Royalty Payments equal or exceed 2.0 times the Purchase Price. In addition, we have the option to repurchase all of the Revenue Participation Right from Royalty Pharma for a purchase price of equal to the Buy-Out-Payment, as defined below, if we enter into a definitive agreement to consummate a change of control, or Buy-Back Option. “Buy-Out Payment” means an amount equal to (a) 1.65 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs on or prior to December 31, 2027, or (b) 2.0 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs after December 31, 2027. We accounted for the Royalty Pharma Agreement as a financing liability, primarily because it has significant continuing involvement in generating the future revenue on which the Royalty Payments are based. The liability related to Revenue Participation Right and the related interest expense are measured based on our current estimate of the timing and amount of expected future Royalty Payments expected to be paid over the estimated term of the Royalty Pharma Agreement The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the agreement. We have determined the fair value of the liability related to the sale of future royalties is based on our current estimates of future royalties expected to be paid to Royalty Pharma over the life of the arrangement, which are considered Level 3. The following table shows the activity within the liability related to sale of future royalties during the nine months ended September 30, 2025: 18 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) (in thousands) Liability Related to Sale of Future Royalties Carrying value of liability related to sale of future royalties at December 31, 2024 $ 124,793 Interest expense recognized 15,043 Royalty payments 10,503 Carrying value of liability related to sale of future royalties at September 30, 2025 $ 129,333 Embedded Derivatives The conditional exercisable call option related to the event of default is considered to be an embedded derivative which is required to be bifurcated and accounted for as a separate financial instrument. In the periods presented, the value of the embedded derivative is not material and therefore, no amount has been recognized. If an event of default becomes more probable than is currently estimated, then the embedded derivative could become material in future periods and would be recognized as a separate financial instrument at that time. The embedded derivatives are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. 7. CONTINGENCIES AND UNCERTAINTIES Legal Proceedings On March 13 and March 14, 2025, we and certain of our current and former officers were named as defendants in two putative securities class action lawsuits, each filed in the United States District Court for the Northern District of California, captioned Dabestani v. Geron Corporation, et al. , No. 3:25-cv-02507 and Potvin v. Geron Corporation, et al., No. 3:25-cv-02563, respectively. Both lawsuits allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5 promulgated thereunder in connection with allegedly false and misleading statements concerning the commercial potential of RYTELO. The plaintiffs allege, among other things, that we overstated RYTELO's commercial potential by making materially false and misleading statements and/or concealing material adverse facts concerning RYTELO's commercial potential, including the lack of awareness among healthcare providers for RYTELO, the burden of monitoring requirements in administering the drug, and the impacts of seasonality and existing competition on RYTELO's sales, and that our stock price dropped when we disclosed in our earnings call on February 26, 2025, that we had observed flat revenue trends over the prior few months. The plaintiffs seek damages and interest, and an award of reasonable costs, including attorneys' and experts' fees. On May 29, 2025, the Court consolidated the Dabestani and Potvin cases into one consolidated action captioned In re Geron Corporation Securities Litigation , or the Securities Class Action, and appointed lead plaintiffs and counsel for lead plaintiffs. On August 8, 2025, lead plaintiffs filed a consolidated amended complaint. On October 7, 2025, we filed our motion to dismiss the consolidated amended complaint. On April 15, 2025 and April 16, 2025, three purported stockholders filed derivative complaints, each in the United States District Court for the Northern District of California, captioned Bishop v. Scarlett, et al ., No. 3:25-cv-03356, Lerner v. Scarlett, et al. , No. 3:25-cv-03401, and Willis v. Scarlett, et al ., No: 3:25-cv-03396, respectively. The three derivative lawsuits name certain of our current and former directors and officers and allege that they breached their fiduciary duties and violated federal securities laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO. The allegations in each of the three derivative complaints are substantially similar to the two aforementioned securities class action lawsuits, which these lawsuits are premised on. Each of the three plaintiffs seek damages and interest, and an award of reasonable costs, including attorneys' and experts' fees. The plaintiffs in Bishop v. Scarlett, et al. and Willis v. Scarlett, et al. also seek punitive damages. On May 16, 2025, the Court consolidated the three derivative complaints into one consolidated action captioned In re Geron Corporation Derivative Litigation , or the Consolidated Derivative Action. On June 17, 2025, the Court stayed the Consolidated Derivative Action pending a final ruling on the anticipated motion to dismiss in the Securities Class Action. On August 29, 2025, a purported stockholder made a demand on our board of directors to commence a civil action against certain of our current and former directors for breaching their fiduciary duties and violating the 19 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) securities laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO. On September 19, 2025, the board of directors responded that it would defer a final decision on the demand given the other pending derivative lawsuits and the Securities Class Action. On October 7, 2025, the purported stockholder filed a suit in the United States District Court for the Northern District of California, captioned Jae Hyung v. Bir, et al. , No. 3:25-cv-08575. The derivative lawsuit names certain of our current and former directors and officers. The allegations in the derivative lawsuit are substantially similar to the Securities Class Action and the aforementioned derivative lawsuits. The plaintiffs seek damages and an award of reasonable costs, including attorneys’ and experts’ fees. It is possible that additional lawsuits will be filed or allegations made by stockholders with respect to these same or other matters and also naming us and/or our officers and directors as defendants. We intend to vigorously defend against the claims brought by the plaintiffs in these matters. Such lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain. We could be forced to expend significant resources and may incur substantial legal fees and costs in defending against the pending lawsuits and any other related lawsuits, and we may not prevail. Monitoring, initiating and defending against legal actions is time-consuming for our management, is likely to be expensive, and may detract from our ability to fully focus our internal resources on our business activities. Additionally, we may not be successful in having any such lawsuits dismissed or settled within the limits of our insurance coverage. Given the early stage of these lawsuits and the inherent uncertainly of litigation, we cannot predict how long it may take to resolve the pending lawsuits or the potential outcome or possible amount of any damages. As such, we currently are unable to reasonably estimate the possible losses or a range of possible losses that may result from these matters, if any. Expenses associated with the pending lawsuits and any potential related lawsuits could be material to our consolidated financial statements if we do not prevail in the defense of such lawsuits, or even if we do prevail. Indemnifications to Officers and Directors Our corporate bylaws require that we indemnify our directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered into separate indemnification agreements with each of our directors and officers which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Purchase Commitments We have engaged third‑party contract manufacturers and have established our own manufacturing supply chain to manufacture and supply additional quantities of RYTELO that meet applicable regulatory standards for current and potential future clinical trials and commercial uses. Related to those contract manufacturing agreements, we have noncancelable commercial purchase commitments for approximately $ 97.6 million in the aggregate as of September 30, 2025. These purchase commitments can vary based on the commercial demand of RYTELO and are binding based on future manufacturing needs. In the normal course of business, we enter into agreements with CROs for clinical trials for clinical and commercial supply manufacturing and with other vendors for non-clinical research studies, investigator-led trials and other services and products for operating purposes. We have not considered these payments to be contractual obligations since the contracts are generally cancellable at any time by us upon less than 180 days’ prior written notice. We also have certain in-license agreements that require us to pay milestones to such third parties upon achievement of certain development, regulatory or commercial milestones. Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory approval and commercial milestones, which may not be achieved. 20 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) 8. STOCKHOLDERS’ EQUITY Warrant Exercises In the first quarter of 2025, 30,380,000 pre-funded warrants issued in connection with our underwritten public offerings were net exercised, which resulted in the issuance of 30,369,830 shares of our common stock. The pre-funded warrants were issued in connection with underwritten public offerings of common stock and pre-funded warrants. There was no activity related to the pre-funded warrants during the second and third quarter of 2025. As of September 30, 2025, the following warrants remained outstanding from our offerings: • pre-funded warrants with an exercise price of $ 0.001 per share to purchase 29,053,145 shares of our common stock, which have no expiration date; and • stock purchase warrants with an exercise price of $ 1.30 per share to purchase 1,402,522 shares of our common stock, which expire on December 31, 2025. Net Loss Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the periods presented without consideration of potential common shares. In connection with previous public offerings, we issued pre-funded warrants to purchase shares of our common stock. Diluted net income per share would be calculated by adjusting the weighted-average number of shares of common stock outstanding for the dilutive effect of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued, as determined using the treasury-stock method. Potential dilutive securities consist of outstanding stock options and warrants to purchase our common stock. Diluted net loss per share excludes potential dilutive securities for all periods presented as their effect would be anti-dilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented in the accompanying condensed consolidated statements of operations. Since we incurred a net loss for the three and nine months ended September 30, 2025 and 2024, the diluted net loss per share calculation excludes potential dilutive securities of 90,645,922 and 76,588,779 , respectively, related to outstanding stock options and warrants as their effect would have been anti-dilutive. Stock-Based Compensation We maintain various stock incentive plans under which stock options and restricted stock awards and units can be granted to employees, non-employee directors and consultants, as applicable. We also have an employee stock purchase plan for all eligible employees. We recognize stock-based compensation expense based on grant-date fair values of service-based stock options and restricted stock units, or RS Us, on a straight-line basis over the requisite service period, which is generally the vesting period. For performance-based stock options, or PSOs, with vesting based on the achievement of certain strategic milestones, stock-based compensation expense is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of the change. The determination of grant-date fair values for our service-based and performance-based stock options and employee stock purchases using the Black-Scholes option‑pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. The grant-date fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. We evaluate whether an adjustment to the assumptions of fair value of our common stock and historical volatility are required if observed prices of our common stock materially differ from historical information. 21 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) The following table summarizes the stock-based compensation expense included in operating expenses on our condensed consolidated statements of operations related to stock options, RSUs, and employee stock purchases for the three and nine months ended September 30, 2025 and 2024, which was allocated as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Research and development $ 2,544 $ 1,904 $ 7,461 $ 7,960 Selling, general and administrative 4,197 4,986 13,427 16,432 Total stock-based compensation expense $ 6,742 $ 6,890 $ 20,888 $ 24,392 Stock-based compensation of $ 0.3 million and $ 1.0 million was capitalized to inventory for the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.4 million was capitalized to inventory for the three and nine months ended September 30, 2024. As stock-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period. Forfeitures have been estimated at the time of grant based on historical data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Amendment to 2018 Inducement Award Plan In August 2025, the compensation committee of our board of directors approved an amendment to our 2018 Inducement Award Plan, or 2018 Inducement Plan, to increase the total number of shares issuable under the 2018 Inducement Plan by 11,000,000 shares of our common stock, for an aggregate total reserve of 51,300,000 shares. As of September 30, 2025, an aggregate of 39,653,097 shares of our common stock have been issued under our 2018 Inducement Plan. Stock Options We grant service-based and performance-based stock options under our equity plans to employees, non-employee directors and consultants. The service-based vesting period for employee stock options is generally four years from the date of the stock option grant. PSOs vest upon the achievement of specified strategic milestones. The fair value of service-based stock options granted during the nine months ended September 30, 2025 and 2024 has been estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Nine Months Ended September 30, 2025 2024 Dividend yield 0 % 0 % Expected volatility range 71.42 % to 74.36 % 82.94 % to 86.68 % Risk-free interest rate range 3.72 % to 4.47 % 3.53 % to 4.62 % Expected term 6 years 6 years Employee Stock Purchase Plan The fair value of employees’ stock purchase rights during the nine months ended September 30, 2025 and 2024 has been estimated using the Black-Scholes option-pricing model with the following assumptions: 22 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) Nine Months Ended September 30, 2025 2024 Dividend yield 0 % 0 % Expected volatility range 69.11 % to 87.80 % 72.08 % to 119.00 % Risk-free interest rate range 3.98 % to 4.29 % 4.79 % to 5.37 % Expected term range 6 months to 12 months 6 months to 12 months Dividend yield is based on historical cash dividend payments and Geron has paid no cash dividends to date. The expected volatility range is based on historical volatilities of our stock, since traded options on Geron common stock do not correspond to option terms and the trading volume of options is limited. The risk-free interest rate range is based on the U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award. The expected term of stock options is derived from actual historical exercise and post-vesting cancellation data and represents the period of time that stock options granted are expected to be outstanding. The expected term of employees’ stock purchase rights is equal to the purchase period. Restricted Stock Units We grant service-based RSUs under our equity plans to employees. The service-based vesting period for an employee RSU is generally four years from the date of the grant. We measure the expense of the RSUs based on the grant-date fair value. Non-Employee Stock-Based Awards We measure share-based payments to non-employees based on the grant-date fair value of the equity awards. We recognize stock-based compensation expense for the fair value of the vested portion of non-employee stock-based awards on our condensed consolidated statements of operations. The following table summarizes the activity for stock options, RSUs and PSOs as of September 30, 2025: Stock Options RSUs PSOs Equity awards outstanding, beginning of year 71,180,260 — 4,787,107 Changes during the year Granted 27,399,500 5,309,750 67,000 Exercised ( 1,057,155 ) — ( 107,100 ) Expired or Forfeited ( 17,672,624 ) ( 998,750 ) ( 503,060 ) Equity outstanding, end of period 79,849,981 4,311,000 4,243,947 Unvested portion of equity outstanding, end of period 40,354,141 4,311,000 67,000 As of September 30, 2025, total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized were as follows ($ in thousands): Stock Options RSUs PSOs Unrecognized compensation cost $ 45,979,197 $ 6,902,172 $ 56,240 Expected weighted-average period in years of compensation cost to be recognized 2.92 3.51 0.55 9. SEGMENT REPORTING We are currently developing therapies for the treatment of hematologic malignancies. To date, our only source of product revenue has been from U.S. sales of RYTELO, which began shipping to customers in June 2024. 23 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) Additionally, we have generated insignificant royalty and license fee revenue under agreements that out-license technology to various companies. For the three and nine months ended September 30, 2025, we have identified one operating and reportable segment. We define our operating segment based on internally reported financial information that is regularly reviewed by the Chief Operating Decision Maker, or CODM, to analyze financial performance, make decisions, and allocate resources. Our President and Chief Executive Officer is the CODM. The CODM reviews the segment's profit or loss based on net (loss) income reported on the consolidated statement of operations and comprehensive (loss) income and considers forecast-to-actuals variances on a quarterly basis for expenses that are deemed significant. Further, the CODM reviews the segment's assets based on total assets reported on the consolidated balance sheet. All long-lived assets are held in the U.S. Our CODM views specific categories within research and development expenses and selling, general and administrative expenses as significant given the correlation between cash burn and profitability. The following table reconciles reported revenues to net (loss) income under the significant expense principle for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Product revenue, net $ 47.2 $ 28.2 $ 135.6 $ 29.0 Royalties 0.1 0.1 0.3 0.5 Total revenues $ 47.3 $ 28.3 $ 135.9 $ 29.5 Costs and operating expenses: Cost of goods sold 1.0 0.5 3.4 0.5 Research and development Research and clinical expenses 18.0 17.9 51.5 55.0 Chemistry, manufacturing, and control expenses 3.1 2.3 6.4 25.3 Selling, general and administrative Commercial expenses 18.6 17.4 55.0 50.0 Other segment expenses* 20.4 18.4 62.6 52.3 Total costs and operating expenses 61.1 56.5 178.9 183.1 Loss from operations ( 13.9 ) ( 28.2 ) ( 43.0 ) ( 153.7 ) Total interest and other income (expense) ( 4.5 ) 1.8 ( 11.6 ) 4.5 Net loss $ ( 18.4 ) $ ( 26.4 ) $ ( 54.6 ) $ ( 149.2 ) ___________________________ *Other segment expenses includes stock-based compensation expense and other general and administrative expenses largely resulting from personnel costs for individuals in administrative functions and legal and professional fees. 24 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) 25