GERON CORP 10-Q

ITEM 5. OTHER INFORMATION Trading Arrangements During the quarter ended September 30, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below. Character of Trading Arrangement Name and Title Action Date Rule 10b5-1* Non-Rule 10b5-1 ** Total Shares to be Sold Expiration Date Faye M. Feller, M.D. , Executive Vice President and Chief Medical Officer Adoption July 12, 2024 X 974,167 1 June 30, 2025 Andrew J. Grethlein, Ph.D. , Executive Vice President and Chief Operating Officer Adoption July 12, 2024 X 1,279,985 2 November 14, 2025 John A. Scarlett, M.D. , Chairman of the Board, President and Chief Executive Officer Adoption July 12, 2024 X 1,374,298 3 July 11, 2025 Anil Kapur Executive Vice President, Corporate Strategy, and Chief Commercial Officer (until August 31, 2024) Adoption July 9, 2024 X 1,587,500 4 June 27, 2025 * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act. 1 Consists of 974,167 shares subject to stock options previously granted by Geron to Dr. Feller. 2 Consists of 1,279,985 shares subject to stock options previously granted by Geron to Dr. Grethlein. 3 Consists of 1,374,298 shares subject to stock options previously granted by Geron to Dr. Scarlett. 4 Mr. Kapur's employment with Geron terminated on August 31, 2024. Consists of 1,587,500 shares subject to stock options previously granted by Geron to Mr. Kapur. 79 ITEM 6. EXHIBITS Incorporation by Reference Exhibit Number Description Exhibit Number Filing Filing Date File No. 10.1+* Employment Agreement by and between the Registrant and James Ziegler, effective as of September 9, 2024. 31.1 + Certification of Chief Executive Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024. 31.2+ Certification of Chief Financial Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024. 32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024.** 32.2+ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024.** 101 The following materials from the Registrant’s September 30, 2024 Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2024 and 2023 and (v) Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document ) _____________________ + Filed herewith. * Management contract or compensation plan or arrangement. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Form 10-Q), irrespective of any general incorporation language contained in such filing. 80 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. GERON CORPORATION Date: November 7, 2024 By: /s/ MICHELLE ROBERTSON MICHELLE ROBERTSON Executive Vice President, Finance, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial and Accounting Officer) 81