GERON CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 3 GERON CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA) ( UNAUDITED) JUNE 30, 2026 DECEMBER 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 62,643 $ 77,560 Restricted cash 1,888 1,880 Marketable securities 238,206 280,359 Accounts receivable, net 51,640 36,987 Interest and other receivables 1,863 2,239 Inventory 123,604 116,636 Prepaid and other current assets 6,495 4,610 Total current assets 486,339 520,271 Noncurrent marketable securities 24,122 41,289 Property and equipment, net 1,089 884 Operating leases, right-of-use assets 1,763 2,151 Deposits and other assets 5,696 5,945 Total assets $ 519,009 $ 570,540 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 8,805 $ 11,257 Accrued compensation and benefits 9,106 30,497 Operating lease liabilities 1,013 1,000 Liability related to sale of future royalties 20,692 17,448 Accrued liabilities 30,715 51,340 Total current liabilities 70,331 111,542 Noncurrent operating lease liabilities 1,000 1,445 Noncurrent liability related to sale of future royalties 108,933 112,134 Noncurrent debt 120,131 119,547 Total liabilities 300,395 344,668 Commitments and contingencies Stockholders' equity: Preferred stock, $ 0.001 par value — — Common stock, $ 0.001 par value 642 640 Additional paid-in capital 2,094,474 2,080,804 Accumulated deficit ( 1,876,163 ) ( 1,855,841 ) Accumulated other comprehensive income (loss) ( 339 ) 269 Total stockholders' equity 218,614 225,872 Total liabilities and stockholders' equity $ 519,009 $ 570,540 See accompanying notes to condensed consolidated financial statements. 4 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2026 2025 2026 2025 Revenues: Product revenue, net $ 57,473 $ 49,007 $ 109,244 $ 88,443 Royalties 7 29 73 196 Total revenues 57,480 49,036 109,317 88,639 Costs and operating expenses: Cost of goods sold 9,240 1,190 10,932 2,396 Research and development 22,030 21,736 36,986 36,814 Selling, general and administrative 38,863 38,564 74,288 78,587 Restructuring charges ( 157 ) — ( 551 ) — Total costs and operating expenses 69,976 61,490 121,655 117,797 Loss from operations ( 12,496 ) ( 12,454 ) ( 12,338 ) ( 29,158 ) Interest income 2,971 4,656 6,392 9,808 Interest expense ( 7,146 ) ( 8,516 ) ( 14,293 ) ( 16,716 ) Other income (expense), net ( 9 ) ( 61 ) ( 83 ) ( 144 ) Net loss $ ( 16,680 ) $ ( 16,375 ) $ ( 20,322 ) $ ( 36,210 ) Basic and diluted net loss per share $ ( 0.02 ) $ ( 0.02 ) $ ( 0.03 ) $ ( 0.05 ) Weighted-average shares used in calculating basic and diluted net loss per share 670,696 666,170 670,039 666,039 See accompanying notes to condensed consolidated financial statements. 5 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (IN THOUSANDS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2026 2025 2026 2025 Net loss $ ( 16,680 ) $ ( 16,375 ) $ ( 20,322 ) $ ( 36,210 ) Net unrealized loss on marketable securities ( 55 ) ( 191 ) ( 467 ) ( 136 ) Foreign currency translation adjustment ( 93 ) 4 ( 141 ) ( 8 ) Comprehensive loss $ ( 16,828 ) $ ( 16,562 ) $ ( 20,930 ) $ ( 36,354 ) See accompanying notes to condensed consolidated financial statements. 6 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (IN THOUSANDS) (UNAUDITED) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Shares Amount Balance at December 31, 2025 639,856 $ 640 $ 2,080,804 $ ( 1,855,841 ) $ 269 $ 225,872 Net loss — — — ( 3,642 ) — ( 3,642 ) Other comprehensive loss — — — — ( 412 ) ( 412 ) Foreign currency translation adjustment — — — — ( 48 ) ( 48 ) 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 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 — — — ( 16,680 ) — ( 16,680 ) Other comprehensive loss — — — — ( 55 ) ( 55 ) Foreign currency translation adjustment — — — — ( 93 ) ( 93 ) Issuances of common stock under equity plans 1,131 1 1,070 — — 1,071 Stock-based compensation related to issuances of common stock and options for services 6 — 16 — — 16 Stock-based compensation for equity-based awards to employees and directors — — 4,933 — — 4,933 Employee stock purchases 300 — 314 — — 314 Balance at June 30, 2026 642,470 $ 642 $ 2,094,474 $ ( 1,876,163 ) $ ( 339 ) $ 218,614 7 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Gain (Loss) Total Stockholders' Equity Shares Amount Balance at December 31, 2024 606,388 $ 606 $ 2,051,794 $ ( 1,772,341 ) $ 261 $ 280,320 Net loss — — — ( 19,835 ) — ( 19,835 ) Other comprehensive gain — — — — 55 55 Foreign currency translation adjustment — — — — ( 12 ) ( 12 ) Exercise of Pre-Funded Warrant 30,370 31 — — — 31 Issuances of common stock under equity plans 155 — 256 — — 256 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 March 31, 2025 636,918 $ 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 Issuances of common stock under equity plans 509 1 590 — — 591 Stock-based compensation related to issuances of common stock and options for services 6 — 26 — — 26 Stock-based compensation for equity-based awards to employees and directors — — 6,738 — — 6,738 Employee stock purchases 417 — 500 — — 500 Balance at June 30, 2025 637,850 $ 638 $ 2,067,327 $ ( 1,808,551 ) $ 117 $ 259,531 See accompanying notes to condensed consolidated financial statements. 8 GERON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2026 2025 Cash flows from operating activities: Net loss $ ( 20,322 ) $ ( 36,210 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 270 259 Accretion and amortization on investments, net ( 1,777 ) ( 3,948 ) Amortization of debt issuance costs/debt discounts 584 515 Non-cash interest expense on liabilities for sales of future royalties 7,776 9,880 Inventory write-off 6,329 — Stock-based compensation expense 9,862 14,187 Amortization of right-of-use assets 388 358 Allowance for doubtful accounts increase/(decrease) ( 821 ) 21 Changes in assets and liabilities: Inventory ( 13,298 ) ( 30,410 ) Accounts receivable, net ( 13,832 ) ( 684 ) Prepaid expenses and other assets ( 1,260 ) ( 1,173 ) Accounts payable ( 2,452 ) ( 369 ) Accrued compensation and benefits ( 21,391 ) ( 11,471 ) Accrued liabilities ( 20,624 ) ( 9,256 ) Payments on royalty agreement ( 7,733 ) ( 6,705 ) Operating lease liabilities ( 432 ) ( 388 ) Net cash used in operating activities ( 78,733 ) ( 75,394 ) Cash flows from investing activities: Purchases of property and equipment ( 475 ) ( 138 ) Purchases of marketable securities ( 123,423 ) ( 123,173 ) Proceeds from maturities and sales of marketable securities 184,049 196,065 Net cash provided by investing activities 60,151 72,754 Cash flows from financing activities: Proceeds from issuances of common stock from equity plans 1,984 847 Proceeds from the exercise of warrants 1,511 — Proceeds from employee stock purchase plan 314 500 Net cash provided by financing activities 3,809 1,347 Net effect of exchange rates on cash, cash equivalents and restricted cash ( 136 ) 21 Net decrease in cash, cash equivalents and restricted cash ( 14,909 ) ( 1,272 ) 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 $ 64,531 $ 79,604 See accompanying notes to condensed consolidated financial statements. 9 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, USE OF ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS 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. 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. 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. 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 and six months ended June 30, 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 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. 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, 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. Actual results could differ from those estimates. Summary of Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 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 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 10 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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. 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. 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 and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Gross product revenue $ 72,436 $ 57,874 $ 137,789 $ 103,186 Gross-to-net adjustments: Chargebacks ( 9,190 ) ( 5,940 ) ( 17,354 ) ( 10,111 ) Distributor service fees ( 2,371 ) ( 1,950 ) ( 4,540 ) ( 3,476 ) Government rebates ( 1,969 ) ( 459 ) ( 3,627 ) ( 525 ) Sales returns and allowances ( 1,433 ) ( 518 ) ( 3,024 ) ( 631 ) Total gross-to-net adjustments ( 14,963 ) ( 8,867 ) ( 28,545 ) ( 14,743 ) Net product revenue $ 57,473 $ 49,007 $ 109,244 $ 88,443 As of June 30, 2026, three customers individually accounted for approximately 42 %, 36 % and 18 % of our gross accounts receivable associated with our product revenue, as compared to 43 %, 38 % and 17 % as of December 31, 2025, respectively. 3 . INVENTORY All of our inventories are related to the manufacturing of RYTELO. The following table presents our inventory as of June 30, 2026 and December 31, 2025: June 30, December 31, (in thousands) 2026 2025 Raw materials $ 7,955 $ 8,927 Work-in-process 98,188 91,969 Finished goods 17,461 15,740 Total inventory $ 123,604 $ 116,636 11 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. Financial Instruments Cash Equivalents and Marketable Securities Cash equivalents, restricted cash and marketable securities by security type at June 30, 2026 were as follows: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Included in cash and cash equivalents: Money market funds $ 38,853 $ — $ — $ 38,853 Commercial paper 4,978 — — 4,978 $ 43,831 $ — $ — $ 43,831 Restricted cash: Money market fund $ 1,614 $ — $ — $ 1,614 Certificate of deposit 274 — — 274 $ 1,888 $ — $ — $ 1,888 Marketable securities: U.S. Treasury securities (due in less than one year) $ 21,896 $ — $ ( 15 ) $ 21,881 Municipal securities (due in less than one year) 5,013 — ( 4 ) 5,009 Municipal securities (due in one to two years) 2,020 — ( 11 ) 2,009 Government-sponsored enterprise securities (due in less than one year) 2,987 — ( 1 ) 2,986 Commercial paper (due in less than one year) 81,453 — ( 73 ) 81,380 Corporate notes (due in less than one year) 127,029 7 ( 86 ) 126,950 Corporate notes (due in one to two years) 22,166 — ( 53 ) 22,113 $ 262,564 $ 7 $ ( 243 ) $ 262,328 12 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Cash equivalents, restricted cash and marketable securities by security type at December 31, 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 $ 48,950 $ 1 $ — $ 48,951 Commercial paper 4,979 — — 4,979 $ 53,929 $ 1 $ — $ 53,930 Restricted cash: Money market fund $ 1,606 $ — $ — $ 1,606 Certificate of deposit 274 — — 274 $ 1,880 $ — $ — $ 1,880 Marketable securities: U.S. Treasury securities (due in less than one year) $ 22,910 $ 41 $ — $ 22,951 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 Corporate notes (due in less than one year) 167,805 175 ( 16 ) 167,964 Corporate notes (due in one to two years) 41,316 11 ( 38 ) 41,289 $ 321,417 $ 285 $ ( 54 ) $ 321,648 13 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (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 June 30, 2026 and December 31, 2025 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 June 30, 2026: Government-sponsored enterprise securities (due in less than one year) $ 2,986 $ ( 1 ) $ — $ — $ 2,986 $ ( 1 ) U.S. Treasury securities (due in less than one year) 21,881 ( 15 ) — — 21,881 ( 15 ) Municipal securities (due in less than one year) 5,008 ( 4 ) — — 5,008 ( 4 ) Municipal securities (due in one to two years) 2,009 ( 11 ) — — 2,009 ( 11 ) Commercial paper (due in less than one year) 65,893 ( 73 ) — — 65,893 ( 73 ) Corporate notes (due in less than one year) 96,460 ( 86 ) — — 96,460 ( 86 ) Corporate notes (due in one to two years) 22,113 ( 53 ) — — 22,113 ( 53 ) $ 216,350 $ ( 243 ) $ — $ — $ 216,350 $ ( 243 ) As of December 31, 2025: Corporate notes (due in less than one year) 17,987 ( 16 ) — — 17,987 ( 16 ) Corporate notes (due in one to two years) 31,265 ( 38 ) — — 31,265 ( 38 ) $ 49,252 $ ( 54 ) $ — $ — $ 49,252 $ ( 54 ) The gross unrealized losses related to government-sponsored enterprise securities, U.S. Treasury securities, municipal securities, commercial paper and corporate notes as of June 30, 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 six months ended June 30, 2026 as we have not identified any unrealized losses for these securities attributable to credit factors. 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. 14 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 5. 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. 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. 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 7 on Debt. 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 7 on Debt. 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 June 30, 2026 and December 31, 2025. 15 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 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 June 30, 2026: Assets: Money market funds (1)(2) $ 40,466 $ — $ — $ 40,466 Certificate of deposit (2) 274 — — 274 Municipal securities (3)(4) — 7,017 — 7,017 U.S. Treasury securities (3) — 21,881 — 21,881 Government-sponsored enterprises (3) — 2,987 — 2,987 Commercial paper (1)(3) — 86,358 — 86,358 Corporate notes (3)(4) — 149,063 — 149,063 Total $ 40,740 $ 267,306 $ — $ 308,046 Liabilities: Sale of future royalties (5) — — 129,625 129,625 Total $ — $ — $ 129,625 $ 129,625 As of December 31, 2025: Assets: Money market funds (1)(2) $ 50,557 $ — $ — $ 50,557 Certificate of deposit (2) 274 — — 274 Municipal securities (3) — 10,041 — 10,041 U.S. Treasury securities (3)(4) — 22,951 — 22,951 Commercial paper (3) — 84,382 — 84,382 Corporate notes (3)(4) — 209,253 — 209,253 Total $ 50,831 $ 326,627 $ — $ 377,458 Liabilities: Sale of future royalties (5) — — 129,582 129,582 Total $ — $ — $ 129,582 $ 129,582 _______________________________ (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. (5) Included in current and noncurrent portion of liabilities related to sale of future royalties on our consolidated balance sheets. 16 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. OTHER CONDENSED CONSOLIDATED FINANCIAL STATEMENT DETAILS Accrued liabilities consisted of the following as of June 30, 2026 and December 31, 2025: (In thousands) JUNE 30, 2026 DECEMBER 31, 2025 Contract research organization and clinical trial costs $ 5,190 $ 3,677 Manufacturing activities 11,609 38,657 Professional, legal and accounting fees 3,623 881 Interest payable — 3,110 Accrued revenue adjustments 6,704 3,486 Other 3,589 1,529 $ 30,715 $ 51,340 Accrued compensation and benefits consisted of the following as of June 30, 2026 and December 31, 2025: (In thousands) JUNE 30, 2026 DECEMBER 31, 2025 Accrued bonuses $ 5,937 $ 10,335 Accrued vacation 2,189 2,581 Accrued restructuring charges 178 17,032 Accrued other 802 549 $ 9,106 $ 30,497 Cash, cash equivalents, and restricted cash included in the Company's condensed consolidated statement of cash flows were as follows: (In thousands) JUNE 30, 2026 JUNE 30, 2025 Cash and cash equivalents $ 62,643 $ 77,734 Restricted cash 1,888 1,870 Total cash, cash equivalents, and restricted cash $ 64,531 $ 79,604 7. 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, 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. 17 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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. Neither the Tranche B Loan nor the Tranche C Loan were drawn, and both are no longer available. 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. 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 inception of the Tranche A Loan, the interest rate applicable to the Tranche A Loan was 10.32 %. As of June 30, 2026, the applicable interest rate was 10.83 %. 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. 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 May 1, 2027 are subject to a make-whole amount equal to the sum of all interest that would have accrued through such date. 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, 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. We concluded that the likelihood of such acceleration is remote, and therefore all debt is classified as long‑term. As of June 30, 2026, we were in compliance with our Pharmakon Loan Agreement covenants. 18 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Future Minimum Payments The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of June 30, 2026 (in thousands): 2026 $ 9,016 2027 11,966 2028 11,999 2029 134,999 Thereafter — Total $ 167,980 Less: amount representing interest ( 42,980 ) Less: unamortized debt discount and issuance costs ( 4,869 ) Noncurrent portion of debt $ 120,131 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 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 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 using a discounted cashflow model. The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the agreement. 19 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 six months ended June 30, 2026: (in thousands) Liability Related to Sale of Future Royalties Carrying value of liability related to sale of future royalties at December 31, 2025 $ 129,582 Interest expense recognized 3,912 Royalty payments ( 3,721 ) Carrying value of liability related to sale of future royalties at March 31, 2026 $ 129,773 Interest expense recognized 3,864 Royalty payments ( 4,012 ) Carrying value of liability related to sale of future royalties at June 30, 2026 $ 129,625 8. 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 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 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. 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. 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. On May 18, 2026, we filed our motion to dismiss the second amended complaint. On June 22, 2026, lead plaintiffs filed their opposition to our motion to dismiss the second amended complaint, and on July 10, 2026, we filed our reply in support of our motion 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. , 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 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 20 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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. 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 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 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. 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. Severance Plan We maintain a company-wide severance plan that provides severance benefits upon qualifying terminations, including enhanced benefits in connection with a change of control. As of June 30, 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 severance plan (without duplication). 21 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 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 $ 10.2 million that can be cancelled, but would incur cancellation penalties, and approximately $ 37.3 million in agreed upon manufacturing commitments that can be adjusted based on commercial demand of RYTELO as of June 30, 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. 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. 9. 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. 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 six months ended June 30, 2026 and 2025, the diluted net loss per share calculation excludes potential dilutive securities of 87,308,000 and 80,516,533 , respectively, related to outstanding stock options and warrants as their effect would have been anti-dilutive. 10. SEGMENT REPORTING We are currently developing therapies for the treatment of hematologic malignancies. To date, our main source of product revenue has been from U.S. sales of RYTELO, which began shipping to customers in June 2024. Additionally, we have generated insignificant royalty and license fee revenue under agreements that out-license technology to various companies. 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. 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 condensed consolidated balance sheet. All long-lived assets are held in the U.S. 22 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Revenues: Product revenue, net $ 57.4 $ 49.0 $ 109.2 $ 88.4 Royalties 0.1 — 0.1 0.2 Total revenues $ 57.5 $ 49.0 $ 109.3 $ 88.6 Costs and operating expenses: Cost of goods sold 9.2 1.2 10.9 2.4 Research and development Research and clinical expenses 11.1 19.8 24.1 33.5 Chemistry, manufacturing, and control expenses 9.5 1.9 10.1 3.3 Restructuring charges ( 0.1 ) — ( 0.3 ) — Selling, general and administrative Commercial expenses 21.6 18.8 38.6 36.5 Restructuring charges ( 0.1 ) — ( 0.3 ) — Other segment expenses* 18.8 19.8 38.6 42.1 Total interest and other income (expense) ( 4.2 ) ( 3.9 ) ( 7.9 ) ( 7.1 ) Net loss $ ( 16.7 ) $ ( 16.4 ) $ ( 20.3 ) $ ( 36.2 ) ___________________________ *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. 11. 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. 23 GERON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The workforce reduction was substantially completed in the first quarter of 2026. There were no restructuring charges during the three and six months ended June 30, 2025. (in thousands) Restructuring Accrued balance as of December 31, 2025 $ 17,032 Expenses and adjustments ( 394 ) Payments ( 13,532 ) Accrued balance as of March 31, 2026 $ 3,106 Expenses and adjustments ( 157 ) Payments ( 2,771 ) Accrued balance as of June 30, 2026 $ 178 24