GERON CORP (GERN)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “intends,” “will,” “should,” “projects,” “believes,” “predicts,” “anticipates,” “estimates,” “potential” or “continue,” or the negative thereof or other comparable terminology. These statements are within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements appear throughout this Report and are statements regarding our intent, belief, or current expectations, primarily with respect to our business and related industry developments. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us and described in Part II, Item 1A, titled “Risk Factors,” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Report.

OVERVIEW

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Report; and the sections titled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 2, 2026, or the 2025 Form 10-K.

Company Overview

Summary

We are a commercial-stage biopharmaceutical company aiming to change lives by changing the course of blood cancer. Our first-in-class telomerase inhibitor, RYTELO® (imetelstat), harnesses Nobel Prize-winning science in a treatment that scientific evidence suggests reduces proliferation of malignant cells, allowing production of new healthy cells, which we believe drives differentiated clinical benefits, potentially altering the underlying course and modifying the disease of these hematologic malignancies.

We commercially launched RYTELO in the U.S. in June 2024 following its approval by the U.S. Food and Drug Administration, or FDA, on June 6, 2024 for the treatment of adult patients with low- to intermediate-1 risk myelodysplastic syndromes, or lower-risk MDS, with transfusion-dependent, or TD, anemia requiring four or more red blood cell units over eight weeks who have not responded to, or have lost response to, or are ineligible for, erythropoiesis-stimulating agents, or ESAs. Lower-risk MDS is a progressive blood cancer with high unmet need, where many patients with anemia become dependent on red blood cell transfusions, which can be associated with clinical consequences and decreased quality of life. We believe that the high unmet need in lower-risk MDS and significant product differentiation, including observed benefit, of RYTELO in difficult-to-treat sub-populations such as patients with high transfusion burden and ring sideroblast negative, or RS- patients, as well as the favorable FDA label and the National Comprehensive Cancer Network, or NCCN®, Clinical Practice Guidelines in Oncology, or NCCN Guidelines®, position RYTELO to potentially compete for significant market segments in lower-risk MDS, including second-line ESA ineligible patients regardless of prior treatment or RS status and first-line ESA ineligible patients.

In March 2025, we were granted marketing authorization by the European Commission, or EC, for RYTELO as a monotherapy for the treatment of adult patients with TD anemia due to very low, low or intermediate risk myelodysplastic syndromes without an isolated deletion 5q cytogenetic, or non-del 5q, abnormality and who had an unsatisfactory response to or are ineligible for erythropoietin-based therapy. We are preparing for the planned commercialization of RYTELO in select EU markets in 2026. At this time, we are working with experienced third parties for the commercialization and marketing of RYTELO in the EU, including on critical path activities for the planned launch of RYTELO in the EU, such as reimbursement, Health Technology Assessment, or HTA, submissions, market access and distribution. To enable paid access to patients outside the U.S. through approved Named Patient Programs, or NPPs, in 2025, we partnered with Tanner Pharma, a distributor with broad global reach to support patient access. To date, product revenue pursuant to NPPs have been minimal.

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In addition to lower-risk MDS, we are developing imetelstat for the treatment of other myeloid hematologic malignancies. Our Phase 3 IMpactMF clinical trial is evaluating imetelstat in patients with intermediate-2 or high-risk myelofibrosis, or MF, who have relapsed after or are refractory to treatment with a janus associate kinase inhibitor, or JAK inhibitor, or relapsed/refractory MF with overall survival, or OS, as the primary endpoint. As of September 2025, the trial was fully enrolled. Based on our current planning assumptions for event (death) rates in the trial, we expect the interim analysis for OS in IMpactMF may occur in the second half of 2026 and the final analysis may occur in the second half of 2028.

We believe that telomerase inhibition with imetelstat represents a novel mechanism of action with unique benefits in hematologic malignancies and potentially in other tumor types.

Financial Overview

Since our inception, we have primarily financed our operations through the sale of equity securities, draw downs on our debt facilities, cash generated from sales of RYTELO, interest income on our marketable securities, payments we received under the Royalty Pharma Agreement and our prior collaborative and licensing arrangements. As of June 30, 2026, we had approximately $326.9 million in cash, cash equivalents, restricted cash and marketable securities.

We began commercializing RYTELO in June 2024, and the commercial potential of and our ability to successfully commercialize RYTELO remains unproven. Our success in commercializing RYTELO will require, among other things, effective sales, marketing, manufacturing, distribution, information systems and pricing strategies, as well as compliance with applicable laws and regulations. Prior to our commercialization of RYTELO, substantially all of our revenues were generated from payments under prior collaboration agreements, and milestones, royalties and other revenues from our licensing arrangements. We reported a small profit for the year ended December 31, 2015, and we have not reported any profit since. We have incurred significant net losses since our inception in 1990, resulting principally from costs incurred in connection with our research and development activities and from general and administrative costs associated with our operations. As of June 30, 2026, we had an accumulated deficit of approximately $1.9 billion.

On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, which are investment funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent. We drew the Tranche A Loan of $125.0 million on November 1, 2024, a portion of which was utilized to repay all outstanding indebtedness associated with the Hercules Loan Agreement. The Pharmakon Loan Agreement provided for two additional committed term loan tranches, which were no longer available as of August 1, 2026. The Term Loans mature on November 1, 2029. The Term Loans bear interest at a variable rate per annum equal to 5.75% plus three-month SOFR with a SOFR floor of 3.00%. See Note 7 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma. Pursuant to the Royalty Pharma Agreement, we received an upfront payment of $125.0 million, or the Purchase Price, in exchange for which Royalty Pharma obtained the right to receive tiered royalty payments with respect to annual U.S. net sales, or Annual Net Sales, of RYTELO beginning on July 1, 2024, ranging from: (i) 7.75% of Annual Net Sales up to $500.0 million; (ii) 3.0% of Annual Net Sales in excess of $500.0 million but less than or equal to $1.0 billion; and (iii) 1.0% in respect of Annual Net Sales in excess of $1.0 billion, or the Royalty Payments. The Royalty Payments to Royalty Pharma are capped, such that they will cease upon reaching a multiple of 1.65 times the Purchase Price if Royalty Pharma receives Royalty Payments in that amount in respect of net sales occurring on or before June 30, 2031, or upon reaching a multiple of 2.0 times the Purchase Price thereafter. Our Royalty Payment obligations under the Royalty Pharma Agreement may be discharged in connection with a change of control of Geron in an amount equal to 1.65 times the Purchase Price minus the aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs on or prior to December 31, 2027, or in an amount equal to 2.0 times the Purchase Price minus the aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs after December 31, 2027. There are no other royalties payable on RYTELO, which was developed internally and is exclusively owned by Geron.

In December 2025, we implemented a workforce reduction, representing approximately one-third of our workforce prior to the reduction in headcount. We recorded approximately $17.0 million in restructuring and restructuring-related charges in the fourth quarter of 2025, primarily consisting of one-time employee severance payments, healthcare and related benefits, and other employee-related costs. The workforce reduction was substantially completed in the first

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quarter of 2026. If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition could be adversely affected.

The significance of future losses, future revenues and any potential future profitability will depend primarily on the clinical and commercial success of RYTELO, our sole product. In this regard, our ability to generate meaningful revenue from product sales and achieve profitability is wholly dependent on our ability to successfully commercialize RYTELO in the U.S. for lower-risk MDS or to expand its indications of use. We have seen and may continue to see variability in RYTELO sales trends and resulting revenue.

Our commercial strategy is designed such that RYTELO reaches eligible patients when they are most likely to benefit. Our commercial execution is focused on targeted engagement with high-volume accounts that treat earlier-line patients, investment in non-personal promotion and third-party education to further consistent, high-quality messaging across multiple touchpoints, and cross-functional execution of effective account management. However, our strategy to drive sales growth and our ongoing commercialization efforts have not to date achieved and may not in the future achieve meaningful sales growth, which may require

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion should be read in conjunction with the section entitled “Business” in Part I, Item

1 and the audited financial statements and notes thereto included in Part II, Item 8 of this Report. The information provided

should be reviewed in the context of the sections entitled “Risks Related to the Further Development of RYTELO

(Imetelstat),” “Risks Related to the Commercialization of RYTELO” and “Risks Related to Regulatory Approval of

RYTELO” in Part II, Item 1A entitled “Risk Factors” and elsewhere in this Report.

Company Overview

Summary

We are a commercial-stage biopharmaceutical company aiming to change lives by changing the course of

blood cancer. Our first-in-class telomerase inhibitor, RYTELO® (imetelstat), harnesses Nobel Prize winning science in a

treatment that scientific evidence suggests reduces proliferation of malignant cells, allowing production of new healthy

cells, which we believe drives differentiated clinical benefits, potentially altering the underlying course and modifying the

disease of these hematologic malignancies.

We commercially launched RYTELO in the U.S. in June 2024 following its approval by the U.S. Food and

Drug Administration, or FDA on June 6, 2024 for the treatment of adult patients with low- to intermediate-1 risk

myelodysplastic syndromes, or lower-risk MDS, with transfusion-dependent, or TD, anemia requiring four or more red

blood cell units over eight weeks who have not responded to or have lost response to or are ineligible for erythropoiesis-

stimulating agents, or ESAs. Lower-risk MDS is a progressive blood cancer with high unmet need, where many patients

with anemia become dependent on red blood cell transfusions, which can be associated with clinical consequences and

decreased quality of life. We believe that the high unmet need in lower-risk MDS and significant product differentiation,

including observed benefit of RYTELO in difficult-to-treat sub-populations such as patients with high transfusion burden

and ring sideroblast negative, or RS- patients, as well as the favorable FDA label and the National Comprehensive Cancer

Network, or NCCN®, Clinical Practice Guidelines in Oncology, or NCCN Guidelines®, position RYTELO to potentially

compete for significant market segments in lower-risk MDS.

In March 2025, we were granted marketing authorization by the European Commission, or EC, for

RYTELO as a monotherapy for the treatment of adult patients with TD anemia due to very low, low or intermediate risk

myelodysplastic syndromes without an isolated deletion 5q cytogenetic, or non-del 5q, abnormality and who had an

unsatisfactory response to or are ineligible for erythropoietin-based therapy. We are preparing for the planned

commercialization of RYTELO in select EU markets in 2026. At this time, we do not plan to commercialize RYTELO

independently in the EU (or in any other regions outside of the U.S. where RYTELO may be approved for marketing in the

future). Accordingly, we plan to work with experienced third parties for the commercialization and marketing of RYTELO

in the EU, including on critical path activities for the planned launch of RYTELO in the EU, such as reimbursement,

Health Technology Assessment, or HTA, submissions, market access and distribution. To enable paid access to patients

outside the U.S. through approved Named Patient Programs, or NPPs, in 2025 we partnered with Tanner Pharma, a

distributor with broad global reach to support patient access.  To date, product revenue pursuant to NPPs have been

minimal.

In addition to lower-risk MDS, we are developing imetelstat for the treatment of other myeloid hematologic

malignancies. Our Phase 3 IMpactMF clinical trial is evaluating imetelstat in patients with intermediate-2 or high-risk

myelofibrosis, or MF, who have relapsed after or are refractory to treatment with a janus associate kinase inhibitor, or JAK

inhibitor, or relapsed/refractory MF, or R/R MF, with overall survival, or OS, as the primary endpoint. As of September

2025, the trial was fully enrolled. Based on our current planning assumptions for event (death) rates in the trial, we expect

the interim analysis for OS in IMpactMF may occur in the second half of 2026 and the final analysis may occur in the

second half of 2028.

We believe that telomerase inhibition with imetelstat represents a novel mechanism of action with unique

benefits in hematologic malignancies and potentially in other tumor types.

Financial Overview

Since our inception, we have financed our operations primarily through the sale of equity securities, draw

downs on our debt facilities, cash generated from sales of RYTELO, interest income on our marketable securities,

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payments we received under the Royalty Pharma Agreement and our prior collaborative and licensing arrangements. As of

December 31, 2025, we had approximately $401.1 million in cash, cash equivalents, restricted cash and marketable

securities.

We began commercializing RYTELO in June 2024, and the commercial potential of and our ability to

successfully commercialize RYTELO remains unproven. Our success in commercializing RYTELO will require, among

other things, effective sales, marketing, manufacturing, distribution, information systems and pricing strategies, as well as

compliance with applicable laws and regulations. Prior to our commercialization of RYTELO, substantially all of our

revenues were generated from payments under prior collaboration agreements, and milestones, royalties and other revenues

from our licensing arrangements. We reported a small profit for the year ended December 31, 2015, and we have not

reported any profit since. We have incurred significant net losses since our inception in 1990, resulting principally from

costs incurred in connection with our research and development activities and from general and administrative costs

associated with our operations. As of December 31, 2025, we had an accumulated deficit of approximately $1.9 billion.

On November 1, 2024, we entered into a loan agreement, or the Pharmakon 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, that provides for a 5-year senior

secured term loan facility of up to $250.0 million, divided into three committed tranches: (i) a Tranche A Loan in an

aggregate principal amount of $125.0 million, or the Tranche A Loan, which was funded on November 1, 2024, or the

Tranche A Closing Date; (ii) a Tranche B Loan in an aggregate principal amount of $75.0 million, or the Tranche B Loan,

which is available, subject to certain limited conditions, at our option; and (iii) a Tranche C Loan in an aggregate principal

amount of $50.0 million, or the Tranche C Loan, and together with the Tranche A Loan and the Tranche B Loan,

collectively, the Term Loans, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue

milestone. The Tranche B Loan and the Tranche C Loan, once available, could have been requested on or prior to

December 31, 2025. A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed

($86.5 million) under the Hercules Loan Agreement, which was terminated effective November 1, 2024. The Term Loans

mature on November 1, 2029. The Term Loans bear interest at a variable rate per annum equal to 5.75% plus the three-

month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00%. See Note 10 on Debt in Notes to

Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the

Tranche B Loan and Tranche C Loan from December 31, 2025 to July 30, 2026. We may elect to prepay the Term Loans

in part or in whole prior to the Maturity Date with such prepayments being subject to a prepayment premium equal to the

principal amount so prepaid multiplied by 3% if made prior to the 3rd anniversary of the funding date of the applicable

Term Loan, 2% if made on or after the third anniversary of the funding date of the applicable Term Loan but prior to the

fourth anniversary of the funding date of the applicable Term Loan, and 1% if made on or after the fourth anniversary of

the funding date of the applicable Term Loan but prior to the Maturity Date. In addition to the prepayment premium,

prepayments of any Term Loan prior to a specified date, or the Makewhole Date, are subject to a makewhole amount equal

to the sum of all interest that would have accrued from the date of such payment through such Makewhole Date. The First

Amendment Agreement also extended the Makewhole Date from November 1, 2026 to May 1, 2027.

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the

Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma. Pursuant to the

Royalty Pharma Agreement, we received an upfront payment of $125.0 million, or the Purchase Price, in exchange for

which Royalty Pharma obtained the right to receive tiered royalty payments with respect to annual U.S. net sales, or

Annual Net Sales, of RYTELO beginning on July 1, 2024, ranging from: (i) 7.75% of Annual Net Sales up to $500.0

million; (ii) 3.0% of Annual Net Sales in excess of $500.0 million but less than or equal to $1.0 billion; and (iii) 1.0% in

respect of Annual Net Sales in excess of $1.0 billion, or the Royalty Payments. The Royalty Payments to Royalty Pharma

are capped, such that they will cease upon reaching a multiple of 1.65 times the Purchase Price if Royalty Pharma receives

Royalty Payments in that amount in respect of net sales occurring on or before June 30, 2031, or upon reaching a multiple

of 2.0 times the Purchase Price thereafter. Our Royalty Payment obligations under the Royalty Pharma Agreement may be

discharged in connection with a change of control of Geron in an amount equal to 1.65 times the Purchase Price minus the

aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of control, if the

closing of the change of control occurs on or prior to December 31, 2027, or in an amount equal to 2.0 times the Purchase

Price minus the aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of

control, if the closing of the change of control occurs after December 31, 2027. There are no other royalties payable on

RYTELO, which was developed internally and is exclusively owned by Geron.

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In December 2025, we implemented a workforce reduction, representing approximately one-third of our

workforce prior to the reduction in headcount. We may not realize, in full or in part, the anticipated benefits on our 2026

operating expenses from our restructuring efforts due to unforeseen difficulties, delays or unexpected costs. We incurred

approximately $17.0 million in restructuring and restructuring-related charges in the fourth quarter of 2025, primarily

consisting of one-time employee severance payments, healthcare and related benefits, and other employee-related costs,

and we estimate the workforce reduction will be substantially completed in the first quarter of 2026. If we are unable to

realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial

condition could be adversely affected.

The significance of future losses, future revenues and any potential future profitability will depend

primarily on the clinical and commercial success of RYTELO, our sole product. In this regard, our ability to ge

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]