02/19/2026 | Press release | Distributed by Public on 02/19/2026 17:10
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $1.8 | 02/17/2026 | A | 1,660,000 | (3) | 02/16/2036 | Common Stock | 1,660,000 | $ 0 | 1,660,000 | D | ||||
| Restricted Stock Units | (4) | 02/18/2026 | M | 27,500 | (5) | (5) | Common Stock | 27,500 | $ 0 | 82,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ROBERTSON MICHELLE C/O GERON CORPORATION 919 EAST HILLSDALE BOULEVARD, SUITE 250 FOSTER CITY, CA 94404 |
EVP, CHIEF FINANCIAL OFFICER | |||
| /s/ Michelle Robertson | 02/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares of common stock acquired upon the vesting of restricted stock units ("RSUs"). |
| (2) | Represents shares of common stock sold to cover tax withholding and remittance obligations in connection with the vesting of RSUs pursuant to mandatory "sell to cover" policies maintained by the Issuer and provisions contained in the Reporting Person's applicable RSU agreement, and does not represent a discretionary sale by the Reporting Person. |
| (3) | The option vests in 48 equal monthly installments commencing on March 17, 2026, provided that the Reporting Person provides continuous service to the Issuer on each such vesting date. |
| (4) | Each RSU represents the contingent right to receive one share of the Issuer's common stock. |
| (5) | The RSUs were granted on February 18, 2025 and vest in four consecutive equal annual installments from the date of grant, provided the Reporting Person continues to provide services to the Issuer through the applicable vesting date. |