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Item 1. Financial Statements

2026-05-06 compared with 2025-11-07 · 184 added, 308 removed, 383 unchanged (56% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

SEPTEMBER 30,

(IN THOUSANDS, EXCEPT PER SHARE DATA)

2026 DECEMBER 31,

6 unchanged sentences

Inventory 133,287 116,636

Prepaid expenses and other current assets 6,856 5,053

Prepaid and other current assets 6,864 4,610

Total current assets 498,531 520,271

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Liability related to sale of future royalties 19,390 17,448

19,291 20,372

Accrued liabilities 30,965 51,340

4 unchanged sentences

Noncurrent debt 119,833 119,547

Total liabilities 305,012 344,668

Commitments and contingencies

Stockholders' equity:

Common stock 638 606

Preferred stock, $ 0.001 par value

Common stock, $ 0.001 par value

Additional paid-in capital 2,088,141 2,080,804

Accumulated deficit ( 1,859,483 ) ( 1,855,841 )

Accumulated other comprehensive gain (loss) 408 261

Accumulated other comprehensive income (loss) ( 191 ) 269

Total stockholders' equity 229,108 225,872

$ 534,120 $ 570,540

See accompanying notes.

See accompanying notes to condensed consolidated financial statements.

GERON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

Product revenue, net $ 51,771 $ 39,436

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Selling, general and administrative 35,425 40,023

Restructuring charges ( 394 ) —

Total costs and operating expenses $ 51,679 $ 56,307

Loss from operations ( 13,887 ) ( 28,215 ) ( 43,045 ) ( 153,682 )

Income (loss) from operations 158 ( 16,704 )

Interest income 3,421 5,152

Interest expense ( 7,147 ) ( 8,200 )

Other income and (expense), net ( 161 ) ( 63 ) ( 305 ) ( 188 )

Other income (expense), net ( 74 ) ( 83 )

Net loss $ ( 3,642 ) $ ( 19,835 )

Basic and diluted net loss per share $ ( 0.01 ) $ ( 0.03 )

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.

Weighted-average shares used in calculating basic and diluted net loss per share 669,375 665,905

See accompanying notes to condensed consolidated financial statements.

GERON CORPORATION

2 unchanged sentences

THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

Net loss $ ( 3,642 ) $ ( 19,835 )

Net unrealized gain (loss) on marketable securities ( 412 ) 55

Foreign currency translation adjustments 73 48 65 17

Foreign currency translation adjustment ( 48 ) ( 12 )

Comprehensive loss $ ( 4,102 ) $ ( 19,792 )

See accompanying notes.

See accompanying notes to condensed consolidated financial statements.

GERON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

(IN THOUSANDS)

Common Stock Additional

2 unchanged sentences

Comprehensive

Gain (Loss) Total

Income (Loss) Total

Stockholders'

4 unchanged sentences

Foreign currency translation adjustment — — — — ( 48 ) ( 48 )

Exercise of Pre-Funded Warrant 30,369,830 31 — — — 31

Issuance of common stock in connection with exercise of warrants — — 1,511 — — 1,511

Issuances of common stock under equity plans 1,172 1 913 — — 914

Stock-based compensation related to issuances of common stock and options in exchange for services 4,913 — 15 — — 15

Stock-based compensation related to issuances of common stock and options for services 5 — 13 — — 13

Stock-based compensation for equity-based awards to employees and directors — — 4,900 — — 4,900

Balance at March 31, 2026 641,033 $ 641 $ 2,088,141 $ ( 1,859,483 ) $ ( 191 ) $ 229,108

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

Common Stock Additional

2 unchanged sentences

Comprehensive

Gain (Loss) Total

Income (Loss) Total

Stockholders'

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Net loss — — — ( 19,835 ) — ( 19,835 )

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 — — — — 55 55

Foreign currency translation adjustment — — — — ( 12 ) ( 12 )

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

Exercise of pre-funded warrant 30,370 31 — — — 31

Issuance of common stock under equity plans 155 — 256 — — 256

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 related to issuances of common stock and options for services 5 — 15 — — 15

Stock-based compensation for equity-based awards to employees and directors — — 7,408 — — 7,408

Balance at September 30, 2024 603,102,073 $ 603 $ 2,037,653 $ ( 1,746,989 ) $ 1,017 $ 292,284

See accompanying notes.

Balance at March 31, 2025 636,918 $ 637 $ 2,059,473 $ ( 1,792,176 ) $ 304 $ 268,238

See accompanying notes to condensed consolidated financial statements.

GERON CORPORATION

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(IN THOUSANDS)

NINE MONTHS ENDED

SEPTEMBER 30,

THREE MONTHS ENDED

Cash flows from operating activities:

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Non-cash interest expense on liabilities for sales of future royalties 3,912 4,801

Stock-based compensation for services by non-employees 70 122

Stock-based compensation for employees and directors 20,888 24,392

Stock-based compensation expense 4,913 7,423

Amortization of right-of-use assets 192 177

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Accounts receivable, net ( 4,894 ) 4,649

Prepaid expenses, interest receivable and other assets 167 ( 1,842 )

Current and noncurrent liabilities ( 114 ) 4,647

Payment on Royalty agreement ( 10,503 ) —

Prepaid expenses and other assets ( 2,234 ) ( 1,688 )

Accounts payable 1,463 ( 563 )

Accrued compensation and benefits ( 21,009 ) ( 13,204 )

Accrued liabilities ( 20,374 ) ( 6,663 )

Payments on royalty agreement ( 3,721 ) ( 3,682 )

Operating lease liabilities ( 212 ) ( 191 )

Net cash used in operating activities ( 62,906 ) ( 47,979 )

2 unchanged sentences

Purchases of marketable securities ( 34,525 ) ( 46,477 )

Proceeds from maturities of marketable securities 286,353 290,469

Net cash provided by (used in) investing activities 86,102 ( 2,493 )

Proceeds from maturities and sales of marketable securities 86,633 98,884

Net cash provided by investing activities 51,856 52,439

Cash flows from financing activities:

Proceeds from issuances of common stock from equity plans 914 256

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

Proceeds from the exercise of warrants 1,511 —

Net cash provided by financing activities 2,425 256

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 )

Net effect of exchange rates on cash, cash equivalents and restricted cash ( 36 ) 18

Net increase (decrease) in cash, cash equivalents and restricted cash ( 8,661 ) 4,734

Cash, cash equivalents and restricted cash at the beginning of the period 79,440 80,876

Cash, cash equivalents and restricted cash at the end of the period $ 70,779 $ 85,610

See accompanying notes.

See accompanying notes to condensed consolidated financial statements.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, USE OF ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS

Basis of Presentation

Business Overview

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.

Basis of Presentation

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.

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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.

These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, or the 2025 Form 10-K.

The accompanying unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from audited financial statements at that date.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other period.

We operate as one operating segment.

Principles of Consolidation

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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

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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.

On an ongoing basis, we evaluate our estimates, including those related to accrued liabilities, revenue recognition, fair value of marketable securities, inventory valuation, operating leases (right-of-use assets), lease liabilities, income taxes, and stock-based compensation and interest expense related to sale of future royalties.

We base our estimates on historical experience and on various other market specific and relevant assumptions that we believe to be reasonable under the circumstances.

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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.

The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2025 Form 10-K.

Recent Accounting Pronouncements

New Accounting Pronouncements – Issued But Not Yet Adopted

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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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.

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

years beginning after December 15, 2027, with early adoption permitted.

We are evaluating the impact of this ASU on our 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.

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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,

To date, product revenue pursuant to Named Patient Programs outside of the U.S.

have been not material.

The reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments was as follows for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands)

2025 2024 2025 2024

Gross product revenue $ 65,353 $ 45,312

Gross-to-net adjustments:

Chargebacks and customer credits ( 9,083 ) ( 4,002 ) ( 22,670 ) ( 4,099 )

Chargebacks ( 8,164 ) ( 4,171 )

Distributor service fees ( 2,169 ) ( 1,526 )

Government rebates ( 1,658 ) ( 66 )

3 unchanged sentences

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,

The following table presents our inventory as of March 31, 2026 and December 31, 2025:

March 31, December 31,

(in thousands)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

FAIR VALUE MEASUREMENTS

Financial Instruments

Cash Equivalents and Marketable Securities

Cash equivalents, restricted cash and marketable securities by security type at September 30, 2025 were as follows:

Cash equivalents, restricted cash and marketable securities by security type at March 31, 2026 were as follows:

(in thousands) Amortized

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Treasury securities (due in less than one year) $ 14,980 $ 5 $ — $ 14,985

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

Municipal securities (due in less than one year) 10,023 1 ( 2 ) 10,022

Municipal securities (due in one to two years) 2,024 — ( 7 ) 2,017

Government-sponsored enterprise securities (due in less than one year) 2,960 — ( 1 ) 2,959

Commercial paper (due in less than one year) 66,584 5 ( 28 ) 66,561

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

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Treasury securities (due in less than one year) $ 22,910 $ 41 $ — $ 22,951

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

Municipal securities (due in less than one year) 10,032 9 — 10,041

Commercial paper (due in less than one year) 79,354 49 — 79,403

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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:

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 March 31, 2026 and December 31, 2025 were as follows:

Less Than 12 Months 12 Months or Longer Total

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Fair Value Gross

As of September 30, 2025:

As of March 31, 2026:

Government-sponsored enterprise securities (due in less than one year) $ 2,959 $ ( 1 ) $ — $ — $ 2,959 $ ( 1 )

Municipal securities (due in less than one year) 4,998 ( 2 ) — — 4,998 ( 2 )

Municipal securities (due in one to two years) 2,017 ( 7 ) — — 2,017 ( 7 )

Commercial paper (cash equivalent) 4,995 — — — 4,995 —

Commercial paper (due in less than one year) 37,753 ( 28 ) — — 37,753 ( 28 )

3 unchanged sentences

As of December 31, 2025:

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) 17,987 ( 16 ) — — 17,987 ( 16 )

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$ 49,252 $ ( 54 ) $ — $ — $ 49,252 $ ( 54 )

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.

The gross unrealized losses related to municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of March 31, 2026 and December 31, 2025 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.

We have not recorded any allowances for credit losses on our available-for-sale securities for the three months ended March 31, 2026 as we have not identified any unrealized losses for these securities attributable to credit factors.

Our exposure to unrealized losses may increase in the future due to the economic pressures or uncertainties associated with local or global economic recessions as a result of ongoing geopolitical events, such as the current military conflicts between Ukraine and Russia or the United States and Iran, as well as recent and potential future disruptions in access to bank deposits or lending commitments due to bank failure.

We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Fair Value on a Recurring Basis

FAIR VALUE MEASUREMENTS

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.

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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.

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.

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See Note 7 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.

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There were no transfers between Level 1, Level 2, and Level 3 during the periods presented.

In addition, there have been no changes to our valuation techniques as of March 31, 2026 and December 31, 2025.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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.

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicates the fair value category assigned.

Fair Value Measurements at Reporting Date Using

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(In thousands) Level 1 Level 2 Level 3 Total

As of September 30, 2025:

As of March 31, 2026:

Money market funds (1)(2)

5 unchanged sentences

— 14,985 — 14,985

Government-sponsored enterprise securities (4)

Government-sponsored enterprises (3)

— 2,959 — 2,959

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Total $ 45,611 $ 275,187 $ — $ 320,798

Sale of future royalties (5)(6)

— — 129,773 129,773

Total $ — $ — $ 129,773 $ 129,773

As of December 31, 2025:

2 unchanged sentences

Certificate of deposit (2)

Treasury securities (3)(4)

Municipal securities (3)

— 10,041 — 10,041

Government-sponsored enterprise securities (3)

Treasury securities (3)(4)

— 22,951 — 22,951

4 unchanged sentences

Total $ 50,831 $ 326,627 $ — $ 377,458

Sale of future royalties (5)(6)

— — 129,582 129,582

Total $ — $ — $ 129,582 $ 129,582

_______________________________

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

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

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.

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

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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 .

ACCRUED LIABILITIES

Accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:

(In thousands) SEPTEMBER 30,

OTHER CONDENSED CONSOLIDATED FINANCIAL STATEMENT DETAILS

Accrued liabilities consisted of the following as of March 31, 2026 and December 31, 2025:

(In thousands) MARCH 31,

2026 DECEMBER 31,

CRO and clinical trial costs $ 6,263 $ 18,968

Contract research organization and clinical trial costs $ 4,696 $ 3,677

Manufacturing activities 16,107 38,657

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Interest payable — 3,110

Gross-to-net adjustments 4,105 1,166

Accrued revenue adjustments 5,562 3,486

Other 1,968 1,529

Total Accrued Liabilities

$ 30,965 $ 51,340

Accrued compensation and benefits consisted of the following as of March 31, 2026 and December 31, 2025:

(In thousands) MARCH 31,

2026 DECEMBER 31,

Accrued bonuses $ 3,530 $ 10,335

Accrued vacation 2,405 2,581

Accrued restructuring charges 3,106 17,032

Accrued other 447 549

$ 9,488 $ 30,497

Pharmakon Loan Agreement

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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.

The Tranche B Loan and the Tranche C Loan, once available, could have been requested on or prior to December 31, 2025.

A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed under the Hercules Loan Agreement, which was terminated effective November 1, 2024.

The remaining proceeds will be used to fund our general corporate and working capital requirements.

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026.

The amendment also extended the date before which any Term Loan prepayment is subject to a make‑whole premium, or the Makewhole Date, from November 1, 2026 to May 1, 2027.

The amendment was evaluated under ASC 470-50 and determined to be a modification.

The unamortized debt issuance costs will continue to be amortized over the remaining term using a revised effective interest rate.

Fees incurred in connection with the amendment were not material and were expensed as incurred.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

As of March 31, 2026, the applicable interest rate was 10.80 %.

Interest is due and payable quarterly on the last day of each quarter.

The Pharmakon Loan Agreement requires we pay an amount equal to 2.50 % of the Lenders’ total committed amount to fund the Term Loans, payable with respect to each Term Loan on the funding date of such Term Loan.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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.

We may elect to prepay the Term Loans in part or in whole prior to the Maturity Date with such prepayments being subject to a prepayment premium equal to the principal amount so prepaid multiplied by 3 % if made prior to the 3rd anniversary of the funding date of the applicable Term Loan, 2 % if made on or after the 3rd anniversary of the funding date of the applicable Term Loan but prior to the 4th anniversary of the funding date of the applicable Term Loan, and 1 % if made on or after the 4th anniversary of the funding date of the applicable Term Loan but prior to the Maturity Date.

In addition to the prepayment premium, prepayments of any Term Loan prior to the 2nd anniversary of the funding date of such Term Loan are subject to a make-whole amount equal to the sum of all interest that would have accrued through such 2nd anniversary.

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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

We concluded that the likelihood of such acceleration is remote, and therefore all debt is classified as long‑term.

As of March 31, 2026, we were in compliance with our Pharmakon Loan Agreement covenants.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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):

Future Minimum Payments

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of March 31, 2026 (in thousands):

Total $ 170,780

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Noncurrent portion of debt $ 119,833

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.

Liabilities Related to Sale of Future Royalties

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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.

In addition, we have the option to repurchase all of the Revenue Participation Right from Royalty Pharma for a purchase price of equal to the Buy-Out-Payment, as defined below, if we entered into a definitive agreement to consummate a change of control, or Buy-Back Option.

“Buy-Out Payment” means an amount equal to (a) 1.65 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs on or prior to December 31, 2027, or (b) 2.0 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs after December 31, 2027.

We accounted for the Royalty Pharma Agreement as a financing liability, primarily because it has significant continuing involvement in generating the future revenue on which the Royalty Payments are based.

The liability related to Revenue Participation Right and the related interest expense are measured based on our current estimate of the timing and amount of expected future Royalty Payments expected to be paid over the estimated term of the Royalty Pharma Agreement 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:

The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the agreement.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The following table shows the activity within the liability related to sale of future royalties during the three months ended March 31, 2026:

(in thousands) Liability Related to Sale of Future Royalties

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Royalty payments ( 3,721 )

Carrying value of liability related to sale of future royalties at September 30, 2025 $ 129,333

Embedded Derivatives

In the periods presented, the value of the embedded derivative is not material and therefore, no amount has been recognized.

The embedded derivatives are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

CONTINGENCIES AND UNCERTAINTIES

Carrying value of liability related to sale of future royalties at March 31, 2026 $ 129,773

COMMITMENTS AND CONTINGENCIES

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.

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 filed in the United States District Court for the Northern District of California captioned Dabestani v.

Geron Corporation, et al.

3:25-cv-02507 and Potvin v.

Geron Corporation, et al., No.

Geron Corporation, et al.

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.

Both lawsuits allege violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, 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.

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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.

A hearing on the motion to dismiss was held on March 19, 2026, and on March 30, 2026, the Court entered an order granting our motion to dismiss without prejudice.

On April 13, 2026, lead plaintiffs filed a second amended complaint.

We intend to move to dismiss the second amended complaint.

In addition, on April 15, 2025 and April 16, 2025, three purported stockholders filed derivative complaints, each filed in the United States District Court for the Northern District of California, captioned Bishop v.

Scarlett, et al.

3:25-cv-03356, Lerner v.

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3:25-cv-03401, and Willis v.

Scarlett, et al ., No:

Scarlett, et al.

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 three 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 Securities Class Action.

The plaintiff seeks damages and interest, and an award of reasonable costs, including attorneys' and experts' fees.

The plaintiffs in Bishop v.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

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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.

The allegations in the derivative lawsuit are substantially similar to the Securities Class Action and the Consolidated Derivative Action.

The plaintiff seeks damages and an award of reasonable costs, including attorneys’ and experts’ fees.

On January 23 and February 19, 2026, respectively, two additional purported stockholders each made a similar demand on our board of directors.

On March 25, 2026, the board of directors similarly responded that it would defer a final decision on the demands given the other pending derivative lawsuits and the Securities Class Action.

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.

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Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated.

Severance Plan

We maintain two severance plans:

one applied to (i) employees hired on or before December 31, 2021, and (ii) employees at the Senior Vice President level and above (i.e., executives), and the other applies to non‑executive employees hired on or after January 1, 2022.

The plans provide severance benefits upon qualifying terminations, including enhanced benefits in connection with a change of control.

As of March 31, 2026, all executive officers have employment agreements with severance provisions and will receive the greater of the severance benefits provided under their agreements or the applicable plan (without duplication).

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In December 2025, we implemented a workforce reduction, representing approximately one-third of our workforce prior to the reduction in headcount.

See Note 11 on Restructuring for additional information.

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.

We have engaged third‑party contract manufacturers to manufacture and supply additional quantities of RYTELO that meet applicable regulatory standards for current and potential future clinical trials and commercial uses.

Related to those contract manufacturing agreements, we have binding commercial purchase commitments of approximately $ 15.9 million that can be cancelled, but would incur cancellation penalties, and approximately $ 37.7 million in agreed upon manufacturing commitments that can be adjusted based on commercial demand of RYTELO as of March 31, 2026.

Based on current plans and information available, the related commercial purchase commitments are intended to be utilized.

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.

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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.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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;

• 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

NET LOSS PER COMMON SHARE

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the periods presented without consideration of potential common shares.

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.

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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.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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,

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:

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Nine Months Ended September 30,

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

Equity awards outstanding, beginning of year 71,180,260 — 4,787,107

Changes during the year

27,399,500 5,309,750 67,000

( 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

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

Since we incurred a net loss for the three months ended March 31, 2026 and 2025, the diluted net loss per share calculation excludes potential dilutive securities of 91,845,095 and 80,776,089 , respectively, related to outstanding stock options and warrants as their effect would have been anti-dilutive.

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.

To date, our main source of product revenue has been from U.S.

sales of RYTELO, which began shipping to customers in June 2024.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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 have 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.

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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.

Further, the CODM reviews the segment's assets based on total assets reported on the condensed consolidated balance sheet.

All long-lived assets are held in the U.S.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table reconciles reported revenues to net (loss) income under the significant expense principle for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in millions)

Product revenue, net 51.8 39.4

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Total revenues $ 51.8 $ 39.6

Costs and operating expenses:

Operating expenses:

Cost of goods sold 1.7 1.2

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Chemistry, manufacturing, and control expenses 0.6 1.5

Restructuring charges ( 0.2 ) —

Selling, general and administrative

Commercial expenses 17.0 20.0

Restructuring charges ( 0.2 ) —

Other segment expenses* 19.8 19.9

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) ( 3.7 ) ( 3.1 )

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*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.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

RESTRUCTURING

In December 2025, the board of directors approved a workforce reduction representing approximately one-third of our workforce prior to the reduction in headcount.

In 2025, we incurred approximately $ 17.0 million in restructuring and restructuring-related charges, primarily consisting of one-time employee severance payments, healthcare and related benefits, and other employee-related costs.

The charges were recorded within restructuring charges in the consolidated statements of operations.

The workforce reduction was substantially completed in the first quarter of 2026.

There were no restructuring charges during the three months ended March 31, 2025.

(in millions)

Restructuring

Accrued balance as of December 31, 2025

Expenses and adjustments

Payments ( 13,532 )

Accrued balance as of March 31, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements