and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchang…

The filing describes an amendment to the equity incentive plan, not a management change.

Director — Patricia S. Andrews and Constantine Chinoporos: Election of new directors to the Board.

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchang…

Entry into a Material Definitive Agreement. Pharmakon Loan Agreement Amendment On January 5, 2026, Geron Corporation (“we” or the “Company”) entered into that certain first amendment to loan agreement (the “First Amendment 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 (the “Agent”), which amends the terms of that certain Loa…

Costs Associated with Exit or Disposal Activities. On December 16, 2025, Geron Corporation (the “Company”) began implementation of a strategic restructuring plan intended to position the Company for long-term value creation for patients and shareholders and improve its financial discipline (the “Plan”). The Company’s Board of Directors unanimously approved the Plan on December 10, 2025. As part of the Plan, the Company will implement a reduction in workforce of approximately one-third of its…

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) 1 of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Excha…

Director and Executive Vice President — Gaurav Aggarwal, M.D., V. Bryan Lawlis, Ph.D., Andrew J. Grethlein, Ph.D., Jim Ziegler: Multiple senior executives and directors are departing the company.

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) 1 of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Excha…

President and Chief Executive Officer — Harout Semerjian: Mr. Harout Semerjian was appointed as President and Chief Executive Officer of Geron Corporation, replacing Dawn C. Bir.

The filing describes amendments to equity incentive and stock purchase plans, which are not management changes.

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing 1 made by the Company with the U.S. Securities and Excha…

President, CEO, and Chairman of the Board — John A. Scarlett, M.D.: Dr. John A. Scarlett resigned from his roles as President, CEO, and Chairman of the Board.

President, Chief Executive Officer and Chairman of the Board of Directors — John A. Scarlett, M.D.: Dr. John A. Scarlett resigned from his roles as President, CEO, and Chairman of the Board.

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchang…

Results of Operations and Financial Condition. Geron Corporation (the “Company” or “Geron”) will participate in various meetings with securities analysts and investors during the 43 rd Annual J.P. Morgan Healthcare Conference the week of January 13, 2025, and will utilize a presentation handout during those meetings. Such presentation handout discloses that Geron expects to report that (i) net revenue from U.S. sales of RYTELO during the fourth quarter ended December 31, 2024 are expected to…

Completion of Acquisition or Disposition of Assets. The information in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Pharmakon Loan Agreement On November 1, 2024, Geron Corporation (“we” or the “Company”) entered into a loan agreement (the “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, which provides for a 5-year senior secured term loan facility of up to $250.0 million, divided into three…

Termination of a Material Definitive Agreement. The information set forth under

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchang…

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchang…

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchang…

Entry into a Material Definitive Agreement. On March 19, 2024, Geron Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 41,999,998 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and pre…

and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchang…