Geron Corporation

02/19/2026 | Press release | Distributed by Public on 02/19/2026 17:10

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
ROBERTSON MICHELLE
2. Issuer Name and Ticker or Trading Symbol
GERON CORP [GERN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
C/O GERON CORPORATION, 919 EAST HILLSDALE BOULEVARD, SUITE 250
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
(Street)
FOSTER CITY, CA 94404
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 02/18/2026 M 27,500 A $ 0 27,500 D
Common Stock 02/18/2026 S(2) 9,855 D $1.94 17,645 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBERTSON MICHELLE
C/O GERON CORPORATION
919 EAST HILLSDALE BOULEVARD, SUITE 250
FOSTER CITY, CA 94404
EVP, CHIEF FINANCIAL OFFICER

Signatures

/s/ Michelle Robertson 02/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Geron Corporation published this content on February 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 19, 2026 at 23:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]