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

Rhea-AI Summary

Geron (Nasdaq: GERN) announced an inducement equity grant effective Dec 17, 2025 for a newly hired employee: 320,000 stock options with an $1.34 exercise price (equal to the grant-date close).

The options have a 10-year term and vest over 4 years (12.5% at the six-month anniversary, then remaining shares vesting in equal monthly whole-share installments over the next 42 months). Grants were approved under Nasdaq Listing Rule 5635(c)(4) and the company’s 2018 Inducement Award Plan.

Key Figures

Inducement options 320,000 shares Stock options granted to one newly hired employee

Option exercise price $1.34 per share Equal to GERN’s closing price on December 17, 2025

Option term 10 years Ten-year stock option term under 2018 Inducement Award Plan

Initial vesting tranche 12.5% of shares Vests on six-month employment anniversary, subject to continued service

Remainder vesting period 42 months Remaining options vest in equal installments over 42 months

Q3 2025 RYTELO revenue $47.2M Net product revenue reported in Q3 2025 earnings

Restructuring charges $18 million Estimated charges tied to workforce reduction plan from 8-K

Market Reality Check

$1.33 Last Close

Volume Volume of 5,399,912 is about 29% below the 20-day average of 7,656,723. normal

Technical Trading slightly below the 200-day MA at $1.37, with price at $1.34 pre-news.

Peers on Argus 1 Up

GERN was up 4.48% pre-news while several biotech peers (e.g., AVXL, ZBIO, TSHA) were down, and only select names like SANA showed upside momentum, suggesting stock-specific factors rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	Restructuring plan	Positive	+8.6%	Workforce reduction and cost-cutting to lower 2026 operating expenses.
Dec 08	Clinical data update	Positive	-3.0%	ASH 2025 pooled and long-term RYTELO data in LR-MDS and MF.
Nov 05	Earnings and guidance	Positive	-5.2%	Q3 2025 revenue growth, IMpactMF enrollment completion and cash update.
Nov 04	Investor conferences	Neutral	-4.2%	CEO presentations at upcoming healthcare investor conferences.
Nov 03	Conference abstracts	Positive	-4.8%	Five ASH 2025 presentations highlighting RYTELO clinical activity.

Pattern Detected

Recent fundamentally positive updates (RYTELO data, revenue growth, ASH presentations) often saw negative or mixed next-day reactions, while cost-focused restructuring news drew a positive response.

Recent Company History

Over the last months, Geron reported growing RYTELO revenues and multiple data updates, including extensive ASH 2025 presentations on imetelstat across MDS and MF. Despite revenue growth and trial progress, several of these scientific and earnings announcements were followed by share price declines. In contrast, the Dec. 11, 2025 strategic restructuring aimed at lowering 2026 operating expenses saw a positive market reaction. Today’s inducement stock option grant fits into an ongoing pattern of equity-based compensation alongside broader restructuring and commercialization efforts.

Market Pulse Summary

This announcement details a routine inducement stock option grant of 320,000 shares to a new hire, with an exercise price of $1.34, a 10-year term, and four-year vesting. It follows recent structural moves, including a workforce reduction and efforts to streamline operating expenses for 2026. In context, the grant reflects continued use of equity-based compensation as Geron advances RYTELO commercialization and late-stage trials. Investors may monitor future filings for additional equity awards and progress on cost-savings execution.

Key Terms

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4) and are subject"

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 options financial

"it granted stock options to purchase an aggregate of 320,000 shares"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

exercise price financial

"The stock options have an exercise price of $1.34 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.

vest financial

"have a ten-year term and vest over four years, with 12.5%"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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. Not financial advice.

FOSTER CITY, Calif., Dec. 18, 2025 (GLOBE NEWSWIRE) -- Geron Corporation (Nasdaq: GERN), a commercial stage biopharmaceutical company, today reported that, effective December 17, 2025, it granted stock options to purchase an aggregate of 320,000 shares of common stock to one newly hired employee as an inducement material to such employee’s acceptance of employment with Geron.

The stock options have an exercise price of $1.34 per share, which is equal to the closing price of Geron’s common stock on the grant date, have a ten-year term and vest over four years, with 12.5% of the shares underlying the options vesting on the six-month anniversary of commencement of employment of such employee and the remaining shares vesting over the following 42 months in equal installments of whole shares, subject to continued employment with Geron through the applicable vesting dates.

The equity awards were granted by the Compensation Committee of Geron’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4) and are subject to the terms and conditions of Geron’s 2018 Inducement Award Plan and the form of stock option agreement under the 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

What did Geron (GERN) announce on Dec 18, 2025 about inducement grants?

Geron announced an inducement grant effective Dec 17, 2025 of 320,000 stock options to a newly hired employee at an $1.34 exercise price.

What is the vesting schedule for Geron’s 320,000 options (GERN)?

Options vest over 4 years: 12.5% at six months, then the remainder vests in equal whole-share installments over the next 42 months.

What is the exercise price and term for the Geron inducement options (GERN)?

The exercise price is $1.34 (equal to the closing price on the grant date) and the options have a 10-year term.

Under what rule and plan were Geron’s inducement options granted (GERN)?

The awards were granted under Nasdaq Listing Rule 5635(c)(4) and subject to the company’s 2018 Inducement Award Plan.

Will Geron’s inducement grant (GERN) immediately dilute existing shareholders?

The grant creates potential future dilution if options are exercised, but the announcement states only the award terms and does not report immediate share issuance.