On this page of StockholderLetter.com we present the latest annual shareholder letter from GERON CORP — ticker symbol GERN. Reading current and past GERN letters to shareholders can bring important insights into the investment thesis.

 •  4/7/2026 Letter Continued (Full PDF)
 •  4/20/2023 GERN Stockholder Letter
 •  3/27/2024 GERN Stockholder Letter
 •  4/8/2025 GERN Stockholder Letter
 •  More "Biotechnology" Category Stockholder Letters
 •  GERN Benford's Law Stock Score = 62

GERN Shareholder/Stockholder Letter Transcript:

2025
Annual
Report
Letter to Stockholders
2026 Proxy Statement
2025 Annual Report on Form 10-K

DEAR GERON STOCKHOLDER,
2025 was a year of strategic alignment for Geron. Since joining Geron as President
and Chief Executive Officer in August 2025, the team and I made deliberate
choices to evolve the Company into a more commercially focused organization by
strengthening our leadership team and increasing our engagement with the U.S.
hematology community while sharpening our financial discipline. We attracted
leaders with extensive commercial-stage biotechnology experience and took
deliberate actions to streamline the organization to increase our effectiveness
and align our resources with our highest priorities. These changes position us to
best deliver value to patients, shareholders and our employees by maximizing
the value of RYTELO   (imetelstat), a first-in-class therapy to eligible patients living
with lower-risk myelodysplastic syndromes (LR-MDS).
The progress we achieved in 2025 positions us for growth in 2026. We expect 2026
RYTELO net product revenue in the range of $220 million to $240 million, reflecting
continued adoption and expanding use across all eligible LR-MDS patients. At the
same time, we remain focused on disciplined execution, with 2026 total operating
expenses projected to be between $230 million and $240 million, representing an
approximate $20 million reduction in operating expenses year-over-year.
These expectations reinforce our path toward becoming a leading, sustainable
hematology company.
Opportunity in U.S. LR-MDS
We see meaningful opportunities to improve outcomes for patients living with
LR-MDS, particularly those with transfusion-dependent anemia who continue to
face significant unmet need. In our first full calendar year of commercialization,
we delivered $183.6 million in RYTELO net product revenue in 2025, including $48
million in the fourth quarter, reflecting growing demand, expanding adoption and
strong early commercial momentum across treatment centers.
This momentum is supported by broad market access and increasing prescriber
adoption. Demand for RYTELO grew 9% in fourth quarter of 2025 compared to the
third quarter of 2025, and prescribing accounts expanded by 13% to approximately
1,300 accounts. In addition, first- and second-line patient starts reached 30% on a
rolling 12-month basis, reflecting continued uptake across lines of therapy.
As we move through our second full year of RYTELO commercialization, we are
focused on driving adoption across eligible LR-MDS patients, expanding access, and
reinforcing appropriate use in clinical practice. We are increasing awareness and
education among U.S. healthcare professionals with a more refined engagement
approach to help identify appropriate second-line patients earlier, while broadening
our presence across key hematology forums to complement our field efforts.
Our focus remains on targeted commercial execution to drive sustained growth.
We are prioritizing eligible second-line LR-MDS patients, which we estimate to be
~8,000 patients in the United States and many more across the globe. We believe
RYTELO is well-positioned to address the needs of this patient population based
on its clinical profile, U.S. FDA label, and inclusion in the National Comprehensive
Cancer Network   (NCCN  ) Clinical Practice Guidelines in Oncology (NCCN
Guidelines) for the treatment of Myelodysplastic Syndromes.
Importantly, our medical and scientific efforts continue to deepen understanding
of imetelstat   s clinical profile and role in the treatment landscape. The IMerge
Phase 3 trial remains a rich and evolving source of evidence, with analyses beyond
the primary endpoint helping to inform clinical practice. This expanding body of
evidence was further supported by data presented at the 2025 American Society
of Hematology (ASH) Annual Meeting, which provided additional insights into
treatment-emergent cytopenias observed with imetelstat, suggesting these
effects may reflect on-target telomerase inhibition and may be associated with
meaningful clinical outcomes, including increases in hemoglobin and achievement
of transfusion independence in patients with LR-MDS.
We are also expanding our real-world evidence (RWE) and investigator-sponsored
trial (IST) programs, with more than 10 studies underway across mechanistic
research, combination approaches, sequencing strategies, earlier-line use and
new treatment settings. We are seeing increasing interest both in academic and
community centers to participate in evidence generation and expect initial RWE
data in the second half of 2026.
Opportunity in JAK Inhibitor Relapsed/Refractory Myelofibrosis (JAKi R/R
MF)
Beyond LR-MDS, we are advancing imetelstat for the treatment of other myeloid
hematologic malignancies, including relapsed/refractory myelofibrosis (MF),
where patients have limited treatment options and poor survival outcomes.
Our pivotal Phase 3 IMpactMF clinical trial is evaluating imetelstat versus best
available therapy in patients with intermediate-2 or high-risk myelofibrosis
(MF) who have relapsed after or are refractory to treatment (R/R) with a janus
kinase inhibitor (JAKi). Notably, IMpactMF is the first and only Phase 3 MF trial
with overall survival as the primary endpoint, reflecting our focus on addressing
critical unmet need in this patient population. Our confidence in the designation
of this endpoint is supported by encouraging survival outcomes observed in the
Phase 2 IMbark trial which informed the design of the IMpactMF trial.
In September 2025, we completed the enrollment of 320 patients, randomized
2:1, into the IMpactMF Phase 3 trial. This data is maturing and based on our
projections, we anticipate reaching the interim analysis for the IMpactMF trial in
the second half of 2026. Our base case remains progression to the final analysis,
which we project to occur in the second half of 2028. An earlier positive outcome
at the interim analysis would represent a potential upside for patients.
We believe success in MF could expand imetelstat   s clinical impact and
commercial potential.
Strong Financial Position
We also maintain a strong financial position. 2025 total operating expenses
were $248 million, coming in below our guidance and reflecting our focus on
operational discipline. We ended 2025 with approximately $401 million in cash,
cash equivalents, restricted cash, and marketable securities. Our balance sheet
was further strengthened with the recent amendment to our Pharmakon loan
agreement, extending potential access to an additional $125 million in capital
through July 2026.
We believe our current resources, together with anticipated revenues from
RYTELO, provide us with the flexibility to execute our strategy while maintaining
financial discipline.
Looking Ahead
As we look ahead, our priorities remain clear: drive RYTELO commercial growth
in the U.S., pursue pathways to bring RYTELO to LR-MDS patients outside the U.S.,
advance our Phase 3 IMpactMF trial, remain financially disciplined, and evaluate
opportunistic innovation.
We expect continued RYTELO growth in 2026, supported by focused
commercial execution and an expanding body of clinical and real-world
evidence. At the same time, we will continue engaging closely with the
hematology community to support education, evidence generation, and
appropriate use of RYTELO.
We believe we are building a sustainable hematology company     grounded
in science and focused on delivering meaningful outcomes for patients and
stockholders.
Thank you for your continued support.
Sincerely,
Harout Semerjian
President and Chief Executive Officer
April 7, 2025
For important information regarding the use of forward-looking statements in this
letter to stockholders, please refer to the inside back cover of this annual report.

TABLE OF CONTENTS
919 E. Hillsdale Blvd., Suite 250 Foster City, CA 94404
To The Stockholders
Notice of 2026
Annual Meeting of
Stockholders
Date:
May 20, 2026
Time:
2:00 p.m., Eastern Daylight
Time
Place:
www.virtualshareholder
meeting.com/GERN2026
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the    Annual Meeting   ) of
GERON CORPORATION, a Delaware corporation (the    Company   ), to be held on Wednesday, May 20,
2026, at 2:00 p.m., Eastern Daylight Time. To facilitate stockholder participation in the Annual Meeting,
we have determined that the Annual Meeting will be held in a virtual meeting format only, via the
Internet, with no physical in-person meeting. You can attend the virtual Annual Meeting online, vote your
shares electronically and submit your questions for consideration during the virtual Annual Meeting, by
visiting www.virtualshareholdermeeting.com/GERN2026. You may log-in to the Annual Meeting
beginning at 1:30 p.m. Eastern Daylight Time, on May 20, 2026. You will need to have your 16-Digit
Control Number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or
on the instructions that accompanied your proxy materials to join the virtual Annual Meeting.
The Annual Meeting will be held for the following purposes:
To elect the three nominees for director named in the accompanying proxy statement (the
   Proxy Statement   ) to hold office as Class III members of the Board of Directors until the 2029
annual meeting of stockholders;
To approve the amendment and restatement of the Company's 2018 Equity Incentive Plan to
increase the aggregate number of shares of common stock available for issuance thereunder
by 4,500,000 shares and to make certain other changes thereto as described further in the
accompanying Proxy Statement;
To approve, on an advisory basis, the compensation of our named executive officers, as
disclosed in the accompanying Proxy Statement;
To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP
as our independent registered public accounting firm for the fiscal year ending December 31,
2026; and
To transact such other business as may properly come before the Annual Meeting or any
postponement or adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this
Notice.
The Board of Directors has fixed the close of business on March 26, 2026 as the record date for the
determination of stockholders entitled to notice of and to vote at the virtual Annual Meeting and at any
adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of
common stock held at that time.
As permitted by the rules of the Securities and Exchange Commission, we are pleased to furnish our
proxy materials to stockholders primarily over the Internet. Consequently, most stockholders will receive
a Notice of Internet Availability of Proxy Materials (the    Notice   ) that contains instructions for accessing
proxy materials and voting via the Internet, instead of paper copies of our proxy materials. We believe
that this process will allow us to provide our stockholders with the information they need in a more timely
manner, while reducing the environmental impact and lowering the costs of printing and distributing our
proxy materials. However, this Notice will provide information on how stockholders may obtain paper
copies of proxy materials if they choose. Stockholders who elect to continue to receive hard copies of
proxy materials may help us reduce costs by opting to receive future proxy materials by e-mail. We
intend to distribute the Notice and the proxy materials on or about April 7, 2026, to all stockholders of
record entitled to vote at the Annual Meeting.

TABLE OF CONTENTS
Your vote is important, and we encourage all stockholders to attend the Annual Meeting online. Whether or not you plan to attend the Annual
Meeting online, we encourage you to read this proxy statement and submit your proxy or voting instructions as promptly as possible either
via the Internet or by telephone as instructed by these materials, or, if you have requested and received a paper proxy card by mail, by
completing, signing, dating and returning the proxy card mailed to you. Please review the instructions on each of your voting options
described in the accompanying Proxy Statement. Stockholders who plan to attend the virtual Annual Meeting should follow the instructions
at www.virtualshareholdermeeting.com/GERN2026 to submit questions and vote during the virtual Annual Meeting.
Thank you for your ongoing support and continued interest in Geron Corporation.
By Order of the Board of Directors,
Michelle Robertson
Executive Vice President,
Chief Financial Officer, Treasurer and Interim Secretary
Foster City, California
April 7, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 20, 2026 at
www.virtualshareholdermeeting.com/GERN2026
The 2026 Proxy Statement and 2025 Annual Report on Form 10-K
are available at www.proxyvote.com.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL ANNUAL MEETING, WE URGE YOU TO VOTE BY PROXY PROMPTLY
IN ORDER TO ASSURE THAT A QUORUM IS PRESENT. EVEN IF YOU HAVE VOTED BY PROXY BEFORE THE VIRTUAL ANNUAL
MEETING. YOU MAY STILL ATTEND AND VOTE YOUR SHARES AT THE VIRTUAL ANNUAL MEETING ONLINE. YOU WILL NEED
TO HAVE YOUR 16-DIGIT CONTROL NUMBER INCLUDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS,
ON YOUR PROXY CARD OR ON THE INSTRUCTIONS THAT ACCOMPANIED YOUR PROXY MATERIALS TO JOIN AND VOTE AT
THE VIRTUAL ANNUAL MEETING.

TABLE OF CONTENTS
Table of Contents
Questions and Answers about these Proxy Materials and Voting
1
Proposal 1: Election of Directors
10
Board Leadership and Governance
19
Other Corporate Governance Matters
26
Compensation of Directors
31
Proposal 2: Approval of an Amendment to Our 2018 Equity Incentive Plan
35
Proposal 3: Advisory Vote to Approve Named Executive Officer
Compensation
50
Compensation Discussion and Analysis
51
Compensation Committee Report
71
Executive Compensation Tables and Related Narrative Disclosure
72
Pay Versus Performance
87
Proposal 4: Ratification of Selection of Independent Registered Public
Accounting Firm
93
Principal Accountant Fees and Services
94
Audit Committee Report
95
Equity Compensation Plan Information
96
Security Ownership of Certain Beneficial Owners and Management
97
Delinquent Section 16(a) Reports
99
Certain Transactions
99
Other Matters
100
Appendix A
A-1

4/7/2026 Letter Continued (Full PDF)

 

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