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

Geron (Nasdaq: GERN) granted a 2,500,000-share stock option to Timothy Williams as an inducement for joining as Executive Vice President, Chief Legal Officer and Corporate Secretary.

Rhea-AI Summary

Geron (Nasdaq: GERN) granted a 2,500,000-share stock option to Timothy Williams as an inducement for joining as Executive Vice President, Chief Legal Officer and Corporate Secretary.

The option was granted April 13, 2026, has a $1.73 exercise price (equal to the grant-date close), a 10-year term and vests over four years with 12.5% vesting at six months.

Positive

• 2,500,000-share option granted to new executive
• Exercise price set at $1.73, equal to grant-date closing price
• 10-year option term
• Vesting schedule: 12.5% at six months, remainder over following 42 months

Negative

• None.

Argus Apr 15 session

-4.52% close to close Open Argus

Details

News Market Reaction – GERN

On Apr 15, the first trading day after this news, GERN closed 4.52% below the previous close.

Data tracked by StockTitan Argus for the Apr 15 session.

Key Figures

Inducement option size: 2,500,000 shares Exercise price: $1.73 per share Option term: 10 years +2 more

Inducement option size

2,500,000 shares

Stock option to new EVP, Chief Legal Officer

Exercise price

$1.73 per share

Equals closing price on April 13, 2026 grant date

Option term

10 years

Term of inducement stock option grant

Initial vesting tranche

12.5% of shares

Vest on six-month employment anniversary

Remaining vesting period

42 months

Equal installments after initial six-month vest

Historical Context

5 past events · Latest: Apr 06

5 events

1. Apr 06

   Investor conference

   24h Move

   +5.4%

   Announcement of participation in the Needham Virtual Healthcare Conference.

2. Mar 26

   Board appointments

   24h Move

   -1.9%

   New directors added to support commercial strategy for RYTELO.

3. Mar 18

   Inducement grants

   24h Move

   +0.0%

   Inducement stock options totaling 956,250 shares to new hires.

4. Feb 25

   Earnings results

   24h Move

   -11.8%

   Q4 and full-year 2025 results with RYTELO revenue and 2026 guidance.

5. Feb 23

   Investor conferences

   24h Move

   -5.8%

   Planned management presentations at multiple March investor events.

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), stock option, exercise price, vests over four years, +1 more

5 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.

stock option financial

"granted an equity award in the form of a stock option to purchase 2,500,000 shares"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

exercise price financial

"The stock option has an exercise price of $1.73 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vests over four years financial

"has a ten-year term and vests over four years, with 12.5% of the shares"

A grant that "vests over four years" is a promise that ownership of awarded company shares or options becomes permanent in small portions over a four-year period instead of all at once. Think of it like earning a four-year subscription one month at a time: the recipient gains the right to a bit more stock as time passes, which matters to investors because it affects when employees can sell shares, how quickly ownership shifts, and the timing of potential dilution or insider selling.

inducement award plan financial

"subject to the terms and conditions of Geron’s 2018 Inducement Award Plan"

An inducement award plan is a package of pay, often including stock options or restricted shares, granted to a new employee or executive to attract them to join a company — think of it like a signing bonus paid partly in company stock. Investors care because these awards increase compensation expense and can dilute existing shareholders’ ownership, affecting earnings per share and incentives that shape company strategy.

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

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FOSTER CITY, Calif., April 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 2,500,000 shares of Geron common stock to Timothy Williams, Geron’s new Executive Vice President, Chief Legal Officer and Corporate Secretary, as an inducement material to his acceptance of employment with Geron.

The stock option was granted on April 13, 2026. The stock option has an exercise price of $1.73 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.

CONTACT:
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 option did Geron (GERN) grant Timothy Williams on April 13, 2026?

Geron granted a stock option to purchase 2,500,000 shares to Timothy Williams. According to the company, the option was granted April 13, 2026 as an inducement for his employment.

What is the exercise price and term of the GERN inducement option granted April 13, 2026?

The exercise price is $1.73 per share and the option has a 10-year term. According to the company, the $1.73 price equals Geron’s closing price on the grant date.

How does the vesting schedule work for the Geron (GERN) option to Timothy Williams?

The option vests over four years with 12.5% vesting at the six-month anniversary. According to the company, the remaining shares vest in equal whole-share installments over the next 42 months.

Why did Geron (GERN) grant the stock option to Timothy Williams?

Geron granted the option as an inducement material to his acceptance of employment. According to the company, the grant was approved under Nasdaq Listing Rule 5635(c)(4).

Under what plan and approval was the GERN inducement option issued on April 13, 2026?

The option is subject to Geron’s 2018 Inducement Award Plan and related stock option agreement. According to the company, the Compensation Committee approved the grant per Nasdaq rules.