Geron (GERN) CFO granted 1.66M options and sells shares for taxes

Rhea-AI Filing Summary

Geron Corporation executive Michelle Robertson, EVP and Chief Financial Officer, reported several equity transactions. On February 18, 2026, 27,500 restricted stock units vested and converted into the same number of common shares, with each RSU representing one share. On the same date, 9,855 common shares were sold at $1.94 per share solely to cover tax withholding obligations under a mandatory sell-to-cover policy, rather than as a discretionary sale. Separately, on February 17, 2026, she received a stock option grant for 1,660,000 shares, vesting in 48 equal monthly installments starting March 17, 2026, contingent on continued service.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROBERTSON MICHELLE

(Last) (First) (Middle)

C/O GERON CORPORATION

919 EAST HILLSDALE BOULEVARD, SUITE 250

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

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.

	/s/ Michelle Robertson	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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FAQ

What insider transactions did Geron (GERN) report for CFO Michelle Robertson?

Geron reported RSU vesting, a related tax share sale, and a large option grant for CFO Michelle Robertson. RSUs converted into 27,500 common shares, 9,855 shares were sold to cover taxes, and an option for 1,660,000 shares was awarded.

How many Geron shares did the CFO sell and at what price?

The CFO sold 9,855 shares of Geron common stock at $1.94 per share. The filing explains this sale was made only to cover tax withholding obligations tied to RSU vesting, under a mandatory sell-to-cover policy, not a discretionary open-market decision.

What stock option grant did Geron’s CFO receive in this Form 4?

The CFO received a stock option covering 1,660,000 Geron shares on February 17, 2026. The option vests in 48 equal monthly installments beginning March 17, 2026, and each installment requires that she continue providing service to the company on the relevant vesting date.

How were Geron CFO’s restricted stock units treated in this filing?

In this filing, 27,500 restricted stock units vested and converted into 27,500 shares of Geron common stock. Each RSU represents the right to receive one share, and these RSUs were originally granted on February 18, 2025, vesting in four equal annual installments.

Was the Geron CFO’s share sale a discretionary insider sale?

The sale was not discretionary according to the filing’s footnote. The 9,855 shares were sold solely to satisfy tax withholding and remittance obligations arising from RSU vesting, under mandatory sell-to-cover policies and terms in the CFO’s RSU agreement.