Geron Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

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Geron (GERN) has granted equity awards totaling 180,000 shares to two new employees as employment inducement. The package includes 120,000 stock options at $2.63 per share and 60,000 restricted stock units (RSUs).

The stock options, granted on February 18, 2025, have a 10-year term with a vesting schedule of 12.5% after six months and the remaining shares vesting over 42 months in equal installments. The RSUs will vest 25% annually over four years. Both grants require continued employment with Geron through the vesting dates and were approved by the Compensation Committee under Nasdaq Listing Rule 5635(c)(4).

FOSTER CITY, Calif.--(BUSINESS WIRE)-- Geron Corporation (Nasdaq: GERN), a commercial stage biopharmaceutical company, today reported that it has granted equity awards covering an aggregate of 180,000 shares of its common stock, consisting of stock options to purchase an aggregate of 120,000 shares of common stock and restricted stock units (“RSUs”) representing an aggregate of 60,000 shares of common stock, to two newly hired employees as an inducement material to their acceptance of employment with the Company.

The stock options and RSUs were granted on February 18, 2025. The stock options have an exercise price of $2.63 per share, which is equal to the closing price of Geron common stock on the grant date, have a 10-year term and vest over four years, with 12.5% of the shares underlying the options vesting on the six-month anniversary of commencement of employment of each employee and the remaining shares vesting over the following 42 months in equal installments of whole shares, subject to continued employment with Geron through the applicable vesting dates. The RSUs vest as to 25% of the award on each anniversary of the grant date, subject to continued employment with Geron through the applicable vesting dates. All of the equity awards were granted by the Compensation Committee of Geron’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4) and are subject to the terms and conditions of Geron’s 2018 Inducement Award Plan and the forms of stock option and RSU agreements under the plan.

About Geron

Geron is a commercial-stage biopharmaceutical company aiming to change lives by changing the course of blood cancer. Our first-in-class telomerase inhibitor RYTELO® (imetelstat) is approved in the United States for the treatment of certain adult patients with lower-risk myelodysplastic syndromes (LR-MDS) with transfusion dependent anemia. We are also conducting a pivotal Phase 3 clinical trial of imetelstat in JAK-inhibitor relapsed/refractory myelofibrosis (R/R MF), as well as studies in other myeloid hematologic malignancies. Inhibiting telomerase activity, which is increased in malignant stem and progenitor cells in the bone marrow, aims to reduce proliferation and induce death of malignant cells. To learn more, visit www.geron.com or follow us on LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250219460483/en/

Aron Feingold

Vice President, Investor Relations and Corporate Communications

Kristen Kelleher

Associate Director, Investor Relations and Corporate Communications

investor@geron.com

media@geron.com

Source: Geron Corporation

FAQ

What are the terms of GERN's February 2025 stock option grants?

The stock options have an exercise price of $2.63 per share, a 10-year term, with 12.5% vesting after six months and the remainder vesting over 42 months in equal installments.

How many shares were included in GERN's February 2025 equity awards?

Geron granted equity awards covering 180,000 shares, consisting of 120,000 stock options and 60,000 RSUs.

What is the vesting schedule for GERN's February 2025 RSU grants?

The RSUs vest 25% annually over four years on each anniversary of the grant date, subject to continued employment.

Under what Nasdaq rule were GERN's February 2025 equity awards granted?

The equity awards were granted under Nasdaq Listing Rule 5635(c)(4) by Geron's Compensation Committee.