Harout Semerjian Receives 11M Options; Expiry 08/06/2035

Rhea-AI Filing Summary

Harout Semerjian, President & CEO and a director of Geron Corp (GERN), received stock option grants on 08/07/2025 totaling 11,000,000 options exercisable into common stock at an exercise price of $1.30 per share and expiring on 08/06/2035. The awards are direct beneficial ownership and were reported on a Form 4.

The grants vest in two schedules: one award of 7,000,000 options vests with 875,000 shares on February 7, 2026 and the remaining 6,125,000 in 42 equal monthly installments beginning February 7, 2026; a second award of 4,000,000 options vests with 1,000,000 shares on August 7, 2026 and the remaining 3,000,000 in 36 equal monthly installments beginning August 7, 2026, provided the optionee continues to provide services to the Company. These details describe the size, price, expiry and service‑conditioned vesting of the executive option grants.

Positive

• 11,000,000 options granted to the CEO are clearly disclosed, including exercise price ($1.30) and expiration (08/06/2035).
• Vesting schedules are detailed and explicitly conditioned on continued service, providing transparent retention terms.

Negative

• Potential dilution upon exercise: the awards cover 11,000,000 underlying shares, which would increase share count if exercised (share‑count context not provided).

Insights

Corporate Governance Expert

TL;DR: Large multi‑year option grant to CEO ties compensation to continued service and future performance; disclosure is routine.

The Form 4 reports two option awards totaling 11,000,000 options granted to Harout Semerjian with a $1.30 exercise price and an 08/06/2035 expiration. Vesting is explicitly conditioned on continued service with detailed tranche schedules, which aligns award realization to future employment. The direct ownership reporting and explicit vesting dates provide clear governance disclosure; the filing does not include contextual company share counts or valuation metrics, so materiality relative to outstanding equity cannot be assessed from this filing alone.

Compensation Analyst

TL;DR: 11M options at $1.30 with staged vesting and long expiry are a significant executive compensation event but appear to be standard service‑conditioned equity awards.

The filing specifies two option grants: 7,000,000 and 4,000,000 options, each exercisable at $1.30 and expiring on 08/06/2035. Vesting schedules provide an initial tranche and then monthly installments over 42 and 36 months respectively, explicitly conditioned on continued service. From a pay design perspective, the structure emphasizes retention and potential long‑term upside for the CEO. The filing contains no information on prior grants, total dilution, or how these awards compare to market benchmarking.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Semerjian Harout

(Last) (First) (Middle)

C/O GERON CORPORATION

919 E. HILLSDALE BLVD, 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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

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)	$1.3	08/07/2025		A		7,000,000		(1)	08/06/2035	Common Stock	7,000,000	$0	7,000,000	D
Stock Option (right to buy)	$1.3	08/07/2025		A		4,000,000		(2)	08/06/2035	Common Stock	4,000,000	$0	4,000,000	D

Explanation of Responses:

1. The options vest as follows: 875,000 shares on February 7, 2026, the remaining 6,125,000 shares in a series of 42 equal monthly installments commencing February 7, 2026, provided the optionee continues to provide services to the Company.

2. The options vest as follows: 1,000,000 shares on August 7, 2026, the remaining 3,000,000 shares in a series of 36 equal monthly installments commencing August 7, 2026, provided the optionee continues to provide services to the Company.

Remarks:

	/s/ Scott A. Samuels for Harout Semerjian	08/08/2025
	** 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

Who reported the insider transaction for Geron (GERN)?

The reporting person is Harout Semerjian, identified as President and CEO and a Director of Geron Corp.

What was granted to the executive in the Form 4 for GERN?

Two stock option awards totaling 11,000,000 options exercisable into common stock at an exercise price of $1.30 per share, expiring 08/06/2035.

What are the vesting terms disclosed in the filing?

One award of 7,000,000 vests 875,000 on Feb 7, 2026 and the remaining 6,125,0004,000,000 vests 1,000,000 on Aug 7, 2026 and the remaining 3,000,000 in 36 equal monthly installments starting Aug 7, 2026, provided the optionee continues to provide services to the Company.

Are the reported options held directly or indirectly?

The Form 4 shows the ownership form as Direct (D) for the reported option awards.

When were the transactions executed?

The transaction date reported for the option grants is 08/07/2025.