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

Geron (Nasdaq: GERN) granted a stock option to purchase 1,700,000 shares of its common stock to new Chief Business Officer Chinmaya Rath as an inducement to join the company.

Rhea-AI Summary

Geron (Nasdaq: GERN) granted a stock option to purchase 1,700,000 shares of its common stock to new Chief Business Officer Chinmaya Rath as an inducement to join the company. The option was granted on July 13, 2026 with an exercise price of $1.42 per share, equal to the closing price that day.

The option has a 10-year term and vests over four years: 12.5% after six months from employment start, and the remaining shares in equal monthly installments over the following 42 months, subject to continued service. The grant was approved by the Board’s Compensation Committee under Nasdaq Listing Rule 5635(c)(4) and made pursuant to Geron’s 2018 Inducement Award Plan and related stock option agreement.

Positive

• Inducement grant of 1,700,000 options helps attract new Chief Business Officer
• Exercise price set at $1.42 per share, aligned with grant-date market price
• Four-year vesting with six-month cliff supports long-term executive retention

Negative

• Potential shareholder dilution from 1,700,000 additional option shares if exercised

News Explained

The July 13, 2026 grant is an option rather than an immediate share issuance; if exercised, it could add up to 1,700,000 common shares, reducing existing holders’ ownership percentage, while vesting remains conditional on continued service.

Argus Jul 15 session 3 alerts

+2.90% close to close 0.4x rel. volume Open Argus

Details

News Market Reaction – GERN

+6.6% Peak Tracked

$962.28M Market Cap

In the Jul 15 session, GERN gained 2.90%, reflecting a moderate positive market reaction. Argus tracked a peak move of +6.6% during that session. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

Viewed against platform data showing moderate short positioning and generally small post-news moves,...

Analysis

Viewed against platform data showing moderate short positioning and generally small post-news moves, this inducement grant fits a pattern of routine corporate actions. Investors may watch whether repeated option awards, alongside prior management appointments, influence perceptions of dilution or governance over time.

Key Figures

Inducement option size: 1,700,000 shares Grant date: July 13, 2026 Exercise price: $1.42 per share +4 more

Inducement option size

1,700,000 shares

Stock option granted to new Chief Business Officer

Grant date

July 13, 2026

Stock option grant date

Exercise price

$1.42 per share

Equal to closing price on grant date

Option term

10 years

Life of stock option

Vesting period

4 years

Total vesting duration for stock option

Initial vesting tranche

12.5%

Vests on six-month employment anniversary

Subsequent vesting

42 months

Remaining shares vest in equal installments

Historical Context

5 past events · Latest: Jul 13

5 events

1. Jul 13

   Management change

   24h Move

   -5.3%

   Appointment of Chinmaya Rath as Chief Business Officer effective July 13, 2026.

2. Jun 18

   Inducement grants

   24h Move

   +6.3%

   Stock options granted to eight new employees under inducement award plan.

3. Jun 01

   Conference participation

   24h Move

   -3.2%

   Announcement of participation in Goldman Sachs 47th Annual Global Healthcare Conference.

4. May 18

   Inducement grants

   24h Move

   -0.8%

   Stock options granted to five new employees under Nasdaq inducement rule.

5. May 12

   Clinical data update

   24h Move

   +0.7%

   First real-world evidence study of RYTELO in LR-MDS patients.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

nasdaq listing rule 5635(c)(4)

1 terms

nasdaq listing rule 5635(c)(4) regulatory

"approved by the Compensation Committee ... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FOSTER CITY, Calif., July 14, 2026 (GLOBE NEWSWIRE) -- Geron Corporation (Nasdaq: GERN), a commercial stage biopharmaceutical company, today reported that it granted an equity award in the form of a stock option to purchase 1,700,000 shares of Geron common stock to Chinmaya Rath, Geron’s new Chief Business Officer, as an inducement material to his acceptance of employment with Geron.

The stock option was granted on July 13, 2026. The stock option has an exercise price of $1.42 per share, which is equal to the closing price of Geron’s common stock on the grant date, has a ten-year term and vests over four years, with 12.5% of the shares underlying the option vesting on the six-month anniversary of commencement of his employment and the remaining shares vesting over the following 42 months in equal installments of whole shares, subject to continued service with Geron through the applicable vesting dates.

The stock option grant was approved by the Compensation Committee of Geron’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4) and is subject to the terms and conditions of Geron’s 2018 Inducement Award Plan and the form of stock option agreement under that 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 and the European Union for the treatment of certain adult patients with lower-risk myelodysplastic syndromes with transfusion dependent anemia. We are also conducting a pivotal Phase 3 clinical trial of imetelstat in JAK-inhibitor relapsed/refractory myelofibrosis, as well as studies in other hematologic malignancies. Inhibiting telomerase activity, which is increased in malignant stem and progenitor cells in the bone marrow, aims to potentially reduce proliferation and induce death of malignant cells. To learn more, visit www.geron.com or follow us on LinkedIn.

Investors and Media
Dawn Schottlandt
Senior Vice President, Investor Relations and Corporate Affairs
dschottlandt@geron.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity inducement grant did Geron (GERN) announce on July 14, 2026?

Geron announced a stock option grant for 1,700,000 shares of common stock to its new Chief Business Officer. According to Geron, the option is an employment inducement award with a 10-year term, granted under its 2018 Inducement Award Plan and standard option agreement.

What is the exercise price and term of the new Geron (GERN) stock option grant?

The stock option has an exercise price of $1.42 per share and a 10-year term. According to Geron, $1.42 equals the closing price of its common stock on the July 13, 2026 grant date, aligning the award with prevailing market value.

How does the Geron (GERN) inducement stock option granted to Chinmaya Rath vest?

The option vests over four years, with 12.5% vesting six months after employment starts and the rest monthly. According to Geron, remaining shares vest in equal installments over the next 42 months, conditioned on Mr. Rath’s continued service with the company.

Why was the Geron (GERN) stock option grant made under Nasdaq Listing Rule 5635(c)(4)?

Geron used Nasdaq Listing Rule 5635(c)(4) to grant the option as a material employment inducement. According to Geron, the Compensation Committee approved the award under its 2018 Inducement Award Plan, allowing a non-shareholder-approved inducement grant for a new executive hire.

Who received the 1,700,000-share inducement option grant from Geron (GERN)?

Geron granted the 1,700,000-share stock option to Chinmaya Rath, its new Chief Business Officer. According to Geron, the option is intended as an inducement material to his acceptance of employment and is governed by the company’s 2018 Inducement Award Plan terms.