Insider Trading Policy

Exhibit 19.1

GERON CORPORATION

INSIDER TRADING POLICY

(REVISED FEBRUARY 17, 2026)

Table of Contents

Introduction1

Statement of Policy2

Transactions Subject to this Policy3

Persons Subject to this Policy3

Material Nonpublic Information3

Quarterly Trading Blackouts4

Event-Specific Trading Blackouts5

Exceptions to this Policy5

Special and Prohibited Transactions6

Pre-Clearance and Advance Notice of Transactions7

Short-Swing Trading, Control Stock and Section 16 Reports8

Prohibition of Trading During Pension Plan Blackouts8

Policy’s Duration8

Individual Responsibility9

Penalties9

Amendments9

Frequently Asked Questions10

Rule 10b5-1 Trading Plan Guidelines16

INTRODUCTION

During the course of your relationship with Geron Corporation (the “Company” or “Geron”),

you may receive material information that is not yet publicly available (“material nonpublic

information”) about Geron or other publicly traded companies. Material nonpublic information

may give you, or someone you pass that information on to, a leg up over others when deciding

whether to buy, sell or otherwise transact in Geron’s securities or the securities of another

publicly traded company. This policy sets forth guidelines with respect to transactions in Geron

securities and in the securities of other applicable publicly traded companies, in each case by all

of our employees and directors as well as our consultants who are advised that they are subject

to this policy (such advised consultants, the “designated consultants”) and the other persons

or entities subject to this policy as described below.

For purposes of this policy, the persons serving as Geron’s Insider Trading Compliance

Officer are the Chief Legal Officer, the Chief Financial Officer and any other person designated

by the Chief Legal Officer or the Chief Financial Officer as an alternate (the “Insider Trading

Compliance Officer”). The Audit Committee (the “Audit Committee”) of the Board of Directors

of the Company is responsible for oversight of this Policy. Questions regarding this Policy

should be directed to the Insider Trading Compliance Officer.

STATEMENT OF POLICY

It is the policy of Geron that an employee, director or designated consultant of Geron (or any

other person or entity subject to this policy) who is aware of material nonpublic information

relating to Geron may not, directly or indirectly:

1.engage in any transactions in Geron’s securities, except as otherwise specified

under the heading “Exceptions to this Policy” below;

2.recommend the purchase or sale of any of Geron’s securities;

3.disclose material nonpublic information to persons within Geron whose jobs do not

require them to have that information, or outside of Geron to other persons, such as

family, friends, business associates and investors, unless the disclosure is made in

accordance with Geron’s policies regarding the protection or authorized external

disclosure of information regarding Geron; or

4.assist anyone engaged in the above activities.

The prohibition against insider trading is absolute. It applies even if the decision to trade is

not based on such material nonpublic information. It also applies to transactions that may be

necessary or justifiable for independent reasons (such as the need to raise money for an

emergency expenditure) and also to very small transactions. All that matters is whether you are

aware of any material nonpublic information relating to Geron at the time of the transaction.

The U.S. federal securities laws do not recognize any mitigating circumstances to insider

trading. In addition, even the appearance of an improper transaction must be avoided to

preserve Geron’s reputation for adhering to the highest standards of conduct. In some

circumstances, you may need to forgo a planned transaction even if you planned it before

becoming aware of the material nonpublic information. So, even if you believe you may suffer an

economic loss or sacrifice an anticipated profit by waiting to trade, you must wait.

It is also important to note that the laws prohibiting insider trading are not limited to trading

by the insider alone; advising others to trade on the basis of material nonpublic information is

illegal and squarely prohibited by this policy. Liability in such cases can extend both to the

“tippee”—the person to whom the insider disclosed material nonpublic information—and to the

“tipper,” the insider himself or herself. In such cases, you can be held liable for your own

transactions, as well as the transactions by a tippee and even the transactions of a tippee’s

tippee. For these and other reasons, it is the policy of Geron that no employee, director or

designated consultant of Geron (or any other person or entity subject to this policy) may either

(a) recommend to another person or entity that they buy, hold or sell Geron’s securities at any

time or (b) disclose material nonpublic information to persons within Geron whose jobs do not

require them to have that information, or outside of Geron to other persons (unless the

disclosure is made in accordance with Geron’s policies regarding the protection or authorized

external disclosure of information regarding Geron).

In addition, it is the policy of Geron that no person subject to this policy who, in the course

of his or her relationship with Geron, learns of any confidential information that is material to

another publicly traded company, including but not limited to a customer, supplier, partner or

collaborator of Geron or an economically-linked company such as a competitor of Geron, may

trade in that other company’s securities until the information becomes public or is no longer

material to that other company.

There are no exceptions to this policy, except as specifically noted above or below.

TRANSACTIONS SUBJECT TO THIS POLICY

This policy applies to all transactions in securities issued by Geron, as well as derivative

securities that are not issued by Geron, such as exchange-traded put or call options or swaps

relating to Geron’s securities. Accordingly, for purposes of this policy, the terms “trade,”

“trading” and “transactions” include not only purchases and sales of Geron’s common stock in

the public market but also any other purchases, sales, transfers, gifts or other acquisitions and

dispositions of common or preferred equity, options, warrants and other securities (including

debt securities) and other arrangements or transactions that affect economic exposure to

changes in the prices of these securities.

PERSONS SUBJECT TO THIS POLICY

This policy applies to you and all other employees, directors and designated consultants of

Geron and its subsidiaries. This policy also applies to members of your family who reside with

you, any other persons with whom you share a household, any family members who do not live

in your household but whose transactions in Geron’s securities are directed by you or are

subject to your influence or control and any other individuals or entities whose transactions in

securities you influence, direct or control (including, e.g., a venture or other investment fund, if

you influence, direct or control transactions by the fund). However, this policy does not apply to

any entity that invests in securities in the ordinary course of its business (e.g., a venture or other

investment fund) if (and only if) such entity has established its own insider trading controls and

procedures in compliance with applicable securities laws with respect to trading in Geron’s

securities. The foregoing persons who are deemed subject to this policy are referred to in this

policy as “Related Persons.” You are responsible for making sure that your Related Persons

comply with this policy.

MATERIAL NONPUBLIC INFORMATION

Material information

It is not always easy to figure out whether you are aware of material nonpublic information.

But there is one important factor to determine whether nonpublic information you know about a

public company is material: whether the information could be expected to affect the market price

of that company’s securities or to be considered important by investors who are considering

trading that company’s securities. If the information makes you want to trade, it would probably

have the same effect on others. Keep in mind that both positive and negative information can be

material. A good general rule of thumb: when in doubt, do not trade.

There is no bright-line standard for assessing materiality; rather, materiality is based on an

assessment of all of the facts and circumstances, and is often evaluated by relevant

enforcement authorities with the benefit of hindsight. Depending on the specific details, the

following items may be considered material nonpublic information until publicly disclosed within

the meaning of this policy. There may be other types of information that would qualify as

material information as well; use this list merely as a non-exhaustive guide:

•financial or sales results or forecasts;

•changes in previously provided guidance;

•status of product or product candidate development or regulatory approvals;

•clinical data relating to products or product candidates;

•timelines for pre-clinical studies or clinical trials;

•acquisitions or dispositions of assets, divisions or companies;

•public or private sales of debt or equity securities;

•stock splits, dividends or changes in dividend policy;

•the establishment of a repurchase program for Geron’s securities;

•gain or loss of a significant licensor, licensee or supplier;

•changes or new corporate partner relationships or collaborations

•notice of issuance or denial of patents;

•regulatory developments;

•management, Board or control changes;

•employee layoffs;

•a disruption in Geron’s operations or breach or unauthorized access of its property or assets,

including its facilities and information technology infrastructure;

•tender offers or proxy fights;

•accounting restatements;

•litigation or settlements; and

•impending bankruptcy.

When information is considered public

The prohibition on trading when you have material nonpublic information lifts once that

information becomes publicly disseminated. But for information to be considered publicly

disseminated, it must be widely disseminated through a press release, a filing with the

Securities and Exchange Commission (the “SEC”), or other widely disseminated announcement.

Once information is publicly disseminated, it is still necessary to afford the investing public with

sufficient time to absorb the information. Generally speaking, information will be considered

publicly disseminated for purposes of this policy only after one full trading day has elapsed since

the information was publicly disclosed. For example, if we announce material nonpublic

information before trading begins on Wednesday, then during an open trading window you may

execute a transaction in our securities on Thursday; if we announce material nonpublic

information after trading ends on Wednesday, then during an open trading window you may

execute a transaction in our securities on Friday. Depending on the particular circumstances,

Geron may determine that a longer waiting period should apply to the release of specific

material nonpublic information.

QUARTERLY TRADING BLACKOUTS

To minimize even the appearance of insider trading among our insiders, we have

established “quarterly trading blackout periods” during which all Geron employees, directors,

designated consultants and their Related Persons—regardless of whether they are aware of

material nonpublic information or not—may not conduct any trades in Geron securities. That

means that, except as described in this policy, all Geron employees, directors, designated

consultants and their Related Persons will be able to trade in Geron securities only during

limited open trading window periods that generally will begin after one full trading day has

elapsed since the public dissemination of Geron’s financial results covering the immediately

preceding quarterly or annual period, as applicable, and will end at the beginning of the next

quarterly trading blackout period, as described in the next paragraph. Of course, even during an

open trading window period, you may not (unless an exception applies) conduct any trades in

Geron securities if you are otherwise in possession of material nonpublic information.

For purposes of this policy, each “quarterly trading blackout period” will generally begin at

the end of the day that is two weeks before the end of each fiscal quarter and will end after one

full trading day has elapsed since the public dissemination of Geron’s financial results for that

quarter. Please note that the quarterly trading blackout period may commence early or may be

extended if, in the judgment of the Insider Trading Compliance Officer, there exists undisclosed

information that would make trades by insiders inappropriate. It is important to note that the fact

that the quarterly trading blackout period has commenced early or has been extended should be

considered material nonpublic information that should not be communicated to any other

person.

A Geron employee, director or designated consultant who believes that special

circumstances require him or her to trade during a quarterly trading blackout period (or an

event-specific trading blackout as described in the next paragraph) should consult the Insider

Trading Compliance Officer. Permission to trade during a quarterly trading blackout period will

be granted only where the circumstances are extenuating, the person seeking such permission

represents to the satisfaction of the Insider Trading Compliance Officer that the person is not in

fact aware of any material nonpublic information relating to Geron or its securities, and the

Insider Trading Compliance Officer otherwise determines, in his or her sole discretion, that an

exception may be granted under the circumstances. As described under “Individual

Responsibility” below, the responsibility for determining whether an individual is aware of

material nonpublic information rests with that individual, and any action on the part of Geron or

any employee or director of Geron pursuant to this policy (or otherwise), including but not limited

to granting permission to trade during a quarterly blackout period, does not in any way constitute

legal advice or insulate an individual from liability under applicable securities laws.

EVENT-SPECIFIC TRADING BLACKOUTS

From time to time, an event may occur that is material to Geron and is known by only a few

directors, officers, employees and/or designated consultants. So long as the event remains

material and nonpublic, the persons designated by the Insider Trading Compliance Officer may

not trade in Geron’s securities. In that situation, Geron will notify the designated individuals that

neither they nor their Related Persons may trade in Geron’s securities, which designated

individuals may, in the Insider Trading Compliance Officer’s discretion, include all Geron

employees, directors and designated consultants. The existence of an event-specific trading

blackout should also be considered material nonpublic information and should not be

communicated to any other person. Even if you have not been designated as a person who

should not trade due to an event-specific trading blackout, you should not trade while aware of

material nonpublic information.

The quarterly and event-specific trading blackouts do not apply to those transactions to

which this policy does not apply, as described under the heading “Exceptions to this Policy”

below.

EXCEPTIONS TO THIS POLICY

This policy does not apply in the case of the following transactions, except as specifically

noted:

1.Option Exercises. This policy does not apply to the exercise of options granted under

Geron’s equity compensation plans for which payment is made in cash or, where permitted

under the option, by a net exercise transaction with the Company. This policy does, however,

apply to any sale of stock underlying the exercised options, whether or not for the purpose of

generating the cash needed to pay the exercise price or pay taxes. For this reason, you may

not effect a broker-assisted cashless exercise or same-day sale (these broker-assisted cashless

exercise and same-day sale transactions always include a market sale of stock underlying the

options) during a trading blackout period or any time that you are aware of material nonpublic

information.

2.Tax Withholding Transactions. This policy does not apply to the surrender of shares

directly to Geron to satisfy tax withholding obligations as a result of the issuance of shares upon

vesting or exercise of restricted stock units, options or other equity awards granted under

Geron’s equity compensation plans. Of course, any market sale of the stock received upon

exercise or vesting of any such equity awards, except pursuant to mandatory sell to cover

policies maintained by Geron, remains subject to all provisions of this policy, whether or not

for the purpose of generating the cash needed to pay the exercise price or pay taxes.

3.ESPP. This policy does not apply to the purchase of stock by employees under Geron’s

Employee Stock Purchase Plan (“ESPP”) on periodic designated dates in accordance with the

ESPP. This policy does however apply to an employee’s initial election to participate in the

ESPP, changes (other than complete withdrawals) to an employee’s election to participate in the

ESPP for any enrollment period, or to the subsequent sale of the stock acquired pursuant to the

ESPP. Accordingly, such elections or changes (other than complete withdrawals) thereto may

not be effected during a trading blackout period or when an employee is otherwise in possession

of material non-public information relating to Geron or any of its securities.

4.Directors’ Market Value Stock Purchase Plan. This policy does not apply to purchases

of stock from the Company under Geron’s Directors’ Market Value Stock Purchase Plan (the

“Directors’ Plan”) on periodic designated dates in accordance with the Directors’ Plan and

Geron’s Non-Employee Directors’ Compensation Policy (the “Directors’ Compensation

Policy”). This policy does apply, however, to a director’s election to receive stock in lieu of cash

compensation under the Directors’ Plan and the Directors’ Compensation Policy, and to a

director’s sale of stock purchased under the Directors’ Plan. Accordingly, such elections may not

be effected during a trading blackout period or when a director is otherwise in possession of

material non-public information relating to Geron or any of its securities.

5.10b5-1 Automatic Trading Programs. Under Rule 10b5-1 of the Securities Exchange

Act of 1934, as amended (“Exchange Act”), and as permitted by Geron, employees and

directors may establish a trading plan under which a broker is instructed to buy or sell Geron

securities based on pre-determined criteria (a “Trading Plan”). So long as a Trading Plan is

properly established, purchases and sales of Geron securities pursuant to that Trading Plan are

not subject to this policy. To be properly established, an employee’s or director’s Trading Plan

must be established in compliance with the requirements of Rule 10b5-1 of the Exchange Act

and Geron’s 10b5-1 Trading Plan Guidelines (which are attached as Exhibit B to this policy) at a

time when such employee or director was not subject to a trading blackout period and such

employee or director was not otherwise aware of any material nonpublic information relating to

Geron or its securities. Moreover, and pursuant to Geron’s 10b5-1 Trading Plan Guidelines, all

10b5-1 Trading Plans must be reviewed and pre-approved by Geron’ Insider Trading

Compliance Officer before being established to confirm that the 10b5-1 Trading Plan complies

with all pertinent company policies and applicable securities laws.

6.Domestic Relations Order. This policy does not apply to the acquisition or disposition

of Geron securities pursuant to a domestic relations order, as defined in the Internal Revenue

Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974,

as amended, or the rules thereunder.

SPECIAL AND PROHIBITED TRANSACTIONS

1.Inherently Speculative Transactions. No Geron employee, director or designated

consultant may engage in short sales, transactions in put options, call options or other derivative

securities on an exchange or in any other organized market, or in any other inherently

speculative transactions with respect to Geron’s stock.

2.Hedging Transactions. Geron employees, directors and designated consultants are

prohibited from engaging in any hedging and other transactions described in this paragraph.

Hedging or monetization transactions can be accomplished through a number of possible

mechanisms, including through the use of financial instruments such as prepaid variable

forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a

Geron employee, director or designated consultant to continue to own Geron’s securities

obtained through employee benefit plans or otherwise, but without the full risks and rewards of

ownership. When that occurs, the Geron employee, director or designated consultant may no

longer have the same objectives as Geron’s other stockholders.

3.Margin Accounts and Pledged Securities. Securities held in a margin account as

collateral for a margin loan may be sold by the broker without the customer’s consent if the

customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral

for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale

or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic

information or otherwise is not permitted to trade in Geron’s securities, Geron employees,

directors and designated consultants are prohibited from holding Geron’s securities in a margin

account or otherwise pledging Geron’s securities as collateral for a loan.

4.Standing and Limit Orders. Standing and limit orders (except standing and limit orders

under approved Trading Plans, as discussed above) create heightened risks for insider trading

violations similar to the use of margin accounts. There is no control over the timing of purchases

or sales that result from standing instructions to a broker, and as a result the broker could

execute a transaction when a Geron employee, director or designated consultant is in

possession of material nonpublic information. Geron therefore discourages placing standing or

limit orders on Geron’s securities. If a person subject to this policy determines that they must

use a standing order or limit order (other than under an approved Trading Plan as discussed

above), the order should be limited to short duration and the person using such standing order

or limit order is required to cancel such instructions immediately in the event restrictions are

imposed on their ability to trade pursuant to the “Quarterly Trading Blackouts” and “Event-

Specific Trading Blackouts” provisions above.

5.401(k) Plan Transactions (applicable only to Geron employees who hold shares of

Geron stock in their 401(k) Plan under Geron’s now-discontinued practice of 401(k)

matching utilizing Geron stock). This policy applies to certain elections you may make under

the 401(k) plan, including: an election to make an intra-plan transfer of an existing account

balance out of the Geron stock fund; and an election to borrow money against your 401(k) plan

account if the loan will result in a liquidation of some or all of your Geron stock fund balance.

PRE-CLEARANCE AND ADVANCE NOTICE OF TRANSACTIONS

The following persons are designated “Covered Insiders” under this Policy:

1.members of the Board of Directors; and

2.Members of Geron’s Executive Leadership Team.

In addition to the requirements above, all Covered Insiders and their Related Persons face a

further restriction: Even during an open trading window, they may not engage in any transaction

in, or enter into, modify or terminate any contract, instruction or written plan or arrangement in,

Geron’s securities (including acquisitions and dispositions of Geron’s stock, gifts of Geron stock,

the exercise of stock options, the sale of Geron stock issued upon the exercise of stock options,

and the sale of Geron’s stock purchased under the ESPP or the Directors’ Plan) without first

obtaining pre-clearance in writing from the Insider Trading Compliance Officer. The Insider

Trading Compliance Officer will then determine whether the Covered Insider may proceed. If

after consulting with the Insider Trading Compliance Officer, it is determined that such Covered

Insider is in possession of material, non-public information, there can be no transactions

involving such security except as otherwise provided under “Exceptions to this Policy” above.

Pre-cleared transactions not completed within five trading days will require new pre-clearance.

The requirement for pre-clearance as set forth in the above paragraph does not apply to

transactions covered in “Exceptions to this Policy” above.

Once any transaction takes place, and regardless of whether such transaction is covered in

“Exceptions to this Policy” above, each officer or director who is a Section 16 reporting person

pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, must

immediately notify the Insider Trading Compliance Officer so that Geron may assist in any

Section 16 reporting obligations.

SHORT-SWING TRADING, CONTROL STOCK AND SECTION 16 REPORTS

Officers and directors subject to the reporting obligations under Section 16 of the Exchange

Act should take care to avoid short-swing transactions (within the meaning of Section 16(b) of

the Exchange Act) and the restrictions on sales by control persons (Rule 144 under the

Securities Act of 1933, as amended), and should file all appropriate Section 16(a) reports

(Forms 3, 4 and 5), and any notices of sale required by Rule 144.

PROHIBITION OF TRADING DURING PENSION PLAN BLACKOUTS

No director or Section 16 officer of Geron may, directly or indirectly, purchase, sell or

otherwise transfer any equity security of Geron (other than an exempt security) during any

“blackout period” (as defined in Regulation BTR under the Exchange Act) if a director or Section

16 officer acquires or previously acquired such equity security in connection with his or her

service or employment as a director or Section 16 officer, such as Geron stock held in the Geron

401K Plan. This prohibition does not apply to any transactions that are specifically exempted,

including but not limited to, purchases or sales of Geron’s securities made pursuant to, and in

compliance with, a Trading Plan; compensatory grants or awards of equity securities pursuant to

a plan that, by its terms, permits Section 16 officers and directors to receive automatic grants or

awards and specifies the terms of the grants and awards; or acquisitions or dispositions of

equity securities involving a bona fide gift or by will or the laws of descent or pursuant to a

domestic relations order. Geron will notify each director and Section 16 officer of any blackout

periods in accordance with the provisions of Regulation BTR. Because Regulation BTR is very

complex, no director or Section 16 officer of Geron should engage in any transactions in

Geron’s securities, even if believed to be exempt from Regulation BTR, without first consulting

with Geron’s Insider Trading Compliance Officer.

POLICY’S DURATION

This policy continues to apply to your transactions in Geron’s securities and the securities of

other applicable public companies as more specifically set forth in this policy until your

relationship with Geron has ended. However, if you are aware of material nonpublic information

when your relationship with Geron ends, you are reminded that the federal securities laws

prohibit you from trading in Geron’s securities or the securities of other applicable publicly

traded companies until the material nonpublic information has been publicly disseminated or is

no longer material.

INDIVIDUAL RESPONSIBILITY

Persons subject to this policy have ethical and legal obligations to maintain the

confidentiality of information about Geron and to not engage in transactions in Geron’s

securities or the securities of other applicable public companies while aware of material

nonpublic information, as more specifically set forth in this policy. Each individual is responsible

for making sure that he or she complies with this policy, and that any family member, household

member or other person or entity whose transactions are subject to this policy, as discussed

under the heading “Persons Subject to this Policy” above, also comply with this policy. In all

cases, the responsibility for determining whether an individual is aware of material nonpublic

information rests with that individual, and any action on the part of Geron or any employee or

director of Geron pursuant to this policy (or otherwise) does not in any way constitute legal

advice or insulate an individual from liability under applicable securities laws. You could be

subject to severe legal penalties and disciplinary action by Geron for any conduct prohibited by

this policy or applicable securities laws. See “Penalties” below.

PENALTIES

Anyone who engages in insider trading or otherwise violates this policy may be subject to

both civil liability and criminal penalties. Violators also risk disciplinary action by Geron, up to

and including termination of employment. Anyone who has questions about this policy should

contact their own attorney or Geron’s Insider Trading Compliance Officer, at

TradingCompliance@geron.com. Please also see Frequently Asked Questions, which are

attached as Exhibit A.

AMENDMENTS

Geron is committed to continuously reviewing and updating its policies and procedures.

Geron therefore reserves the right to amend, alter or terminate this policy at any time and for

any reason. A current copy of Geron’s policies regarding insider trading may be obtained by.

Exhibit A

INSIDER TRADING POLICY

FREQUENTLY ASKED QUESTIONS

1.What is insider trading?

A: Generally speaking, insider trading is the buying or selling of stocks, bonds, futures

or other securities by someone who possesses or is otherwise aware of material nonpublic

information about the securities or the issuer of the securities. Insider trading also includes

trading in derivatives (such as put or call options) where the price is linked to the underlying

price of a company’s stock. It does not matter whether the decision to buy or sell was influenced

by the material nonpublic information, how many shares you buy or sell, or whether it has an

effect on the stock price. Bottom line: If, during the course of your relationship with Geron, you

become aware of material nonpublic information about Geron and you trade in Geron’s

securities, you have broken the law and violated our insider trading policy. In addition, our

insider trading policy provides that if in the course of your relationship with Geron, you learn of

any confidential information that is material to another publicly traded company, including but not

limited to a customer, supplier, partner or collaborator of Geron or an economically-linked

company such as a competitor of Geron, you may not trade in that other company’s securities

until the information becomes public or is no longer material to that other company. For

example, if you learn of nonpublic information during the course of your relationship with Geron

that could affect the stock price of a Geron competitor, you may not trade in that competitor’s

stock until the information becomes public or is no longer material.

2.Why is insider trading illegal?

A: If company insiders are able to use their confidential knowledge to their financial

advantage, other investors would not have confidence in the fairness and integrity of the market.

This ensures that there is an even playing field by requiring those who are aware of material

nonpublic information to refrain from trading.

3.What is material nonpublic information?

A: Information is material if it would influence a reasonable investor to buy or sell a

stock, bond future or other security. This could mean many things: financial or sales results,

clinical or regulatory results, potential acquisitions or major contracts to name just a few.

Information is nonpublic if it has not yet been publicly disseminated within the meaning of our

insider trading policy.

4.Who can be guilty of insider trading?

A: Anyone who buys or sells a security while aware of material nonpublic information, or

provides material nonpublic information that someone else uses to buy or sell a security, may be

guilty of insider trading. This applies to all individuals, including officers, directors and others

who don’t even work at Geron. Regardless of who you are, if you know something material

about the value of a security that not everyone knows and you trade (or convince someone else

to trade) in that security, you may be found guilty of insider trading.

5.Does Geron have an insider trading policy?

A: Yes, the insider trading policy is available to read on our website on our Corporate

Governance webpage.

6.What if I work in a foreign office?

A: The same rules apply to U.S. and foreign employees and consultants. The Securities

and Exchange Commission (the U.S. government agency in charge of investor protection) and

the Financial Industry Regulatory Authority (a private regulator that oversees U.S. securities

exchanges) routinely investigate trading in a company’s securities conducted by individuals and

firms based abroad. In addition, as a Geron director, employee or consultant, our policies apply

to you no matter where you work.

7.What if I don’t buy or sell anything, but I tell someone else material nonpublic

information and they buy or sell?

A: That is called “tipping.” You are the “tipper” and the other person is called the

“tippee.” If the tippee buys or sells based on that material nonpublic information, both you and

the “tippee” could be found guilty of insider trading. In fact, if you tell family members who tell

others and those people then trade on the information, those family members and the “tippee”

might be found guilty of insider trading too. To prevent this, you may not discuss material

nonpublic information about the company with anyone outside Geron, including spouses, family

members, friends or business associates (unless the disclosure is made in accordance with

Geron’s policies regarding the protection or authorized external disclosure of information

regarding Geron). This includes anonymous discussions on the internet about Geron or

companies with which Geron does business.

8.What if I don’t tell them the information itself; I just tell them whether they should

buy or sell?

A: That is still tipping, and you can still be responsible for insider trading. You may never

recommend to another person that they buy, hold or sell Geron’s common stock or any

derivative security related to Geron’s common stock, since that could be a form of tipping.

9.What are the sanctions if I trade on material nonpublic information or tip off

someone else?

A: In addition to disciplinary action by Geron—which may include termination of

employment—you may be liable for civil sanctions for trading on material nonpublic information.

The sanctions may include return of any profit made or loss avoided as well as penalties of up to

three times any profit made or any loss avoided. Persons found liable for tipping material

nonpublic information, even if they did not trade themselves, may be liable for the amount of any

profit gained or loss avoided by everyone in the chain of tippees as well as a penalty of up to

three times that amount. In addition, anyone convicted of criminal insider trading could face

prison and additional fines.

10.What is “loss avoided”?

A: If you sell common stock or a related derivative security before negative news is

publicly announced, and as a result of the announcement the stock price declines, you have

avoided the loss caused by the negative news.

11.Am I restricted from trading securities of any companies other than Geron, for

example a customer, partner or competitor of Geron?

A: Yes, you may be restricted from doing so due to your awareness of material

nonpublic information. U.S. insider trading laws generally restrict everyone aware of material

nonpublic information about a company from trading in that company’s securities, regardless of

whether the person is directly connected with that company, except in limited circumstances.

You should be particularly conscious of this restriction if, through your position at Geron, you

sometimes obtain sensitive, material information about other companies and their business

dealings with Geron. Please also refer to Question 1 above and our insider trading policy with

respect to restrictions on trading in the securities of other public companies.

12.So if I do not trade Geron securities when I have material nonpublic information,

and I don’t “tip” other people, I am in the clear, right?

A: Not necessarily. Even if you do not violate U.S. law, you may still violate our policies.

For example, employees and consultants may violate our policies by breaching their

confidentiality obligations or by recommending Geron stock as an investment, even if these

actions do not violate securities laws. Our policies are stricter than the law requires so that we

and our employees and consultants can avoid even the appearance of wrongdoing. Therefore,

please review the entire policy carefully.

13.So when can I buy or sell my Geron securities?

A: If you are aware of material nonpublic information, you may not buy or sell our

common stock until one full trading day has elapsed since the information was publicly

disclosed. At that point, the information is considered publicly disseminated for purposes of our

insider trading policy. For example, if we announce material nonpublic information before trading

begins on Wednesday, then during an open trading window you may execute a transaction in

our securities on Thursday; if we announce material nonpublic information after trading ends on

Wednesday, then during an open trading window you may execute a transaction in our

securities on Friday. Even if you are not aware of any material nonpublic information, you

may not trade our common stock during any trading “blackout” period to which you are

subject. Our insider trading policy describes the standing quarterly trading blackout period that

all Geron employees, directors, designated consultants and their Related Persons are subject

to, and additional event-driven trading blackout periods you and your Related Persons may be

subject to.

14.If I have an open order to buy or sell Geron securities on the date a blackout

period commences, can I leave it to my broker to cancel the open order and avoid

executing the trade?

A: No, unless it is in connection with a 10b5-1 trading plan (see Question 26 below). If

you have any open orders when a blackout period commences other than in connection with a

10b5-1 trading plan, it is your responsibility to cancel these orders with your broker. If you have

an open order and it executes after a blackout period commences not in connection with a

10b5-1 trading plan, you will have violated our insider trading policy and may also have violated

insider trading laws.

15.Am I allowed to trade derivative securities of Geron’s common stock?

A: No. Under our policies, you may not trade in derivative securities related to our

common stock, which include publicly traded call and put options. In addition, under our policies,

you may not engage in short selling of our common stock at any time.

“Derivative securities” are securities other than common stock that are speculative in

nature because they permit a person to leverage their investment using a relatively small

amount of money. Examples of derivative securities include “put options” and “call options.”

These are different from employee options and other equity awards granted under our equity

compensation plans, which are not derivative securities for purposes of our policy.

“Short selling” is profiting when you expect the price of the stock to decline, and includes

transactions in which you borrow stock from a broker, sell it, and eventually buy it back on the

market to return the borrowed shares to the broker. Profit is realized if the stock price decreases

during the period of borrowing.

16.Why does Geron prohibit trading in derivative securities and short selling?

A: Many companies with volatile stock prices have adopted similar policies because of

the temptation it represents to try to benefit from a relatively low-cost method of trading on short-

term swings in stock prices, without actually holding the underlying common stock, and

encourages speculative trading. We are dedicated to building stockholder value, short selling

our common stock conflicts with our values and would not be well-received by our stockholders.

17.Can I purchase Geron securities on margin or hold them in a margin account?

A: Under our policies, you may not purchase our common stock on margin or hold it in a

margin account at any time.

“Purchasing on margin” is the use of borrowed money from a brokerage firm to purchase

our securities. Holding our securities in a margin account includes holding the securities in an

account in which the shares can be sold to pay a loan to the brokerage firm.

18.Why does Geron prohibit me from purchasing Geron securities on margin or

holding them in a margin account?

A: Margin loans are subject to a margin call whether or not you possess material

nonpublic information at the time of the call. If a margin call were to be made at a time when you

were aware of material nonpublic information and you could not or did not supply other

collateral, you may be liable under insider trading laws because of the sale of the securities

(through the margin call). The sale would be attributed to you even though the lender made the

ultimate determination to sell. The U.S. Securities and Exchange Commission takes the view

that you made the determination to not supply the additional collateral and you are therefore

responsible for the sale.

19.Can I pledge my Geron shares as collateral for a personal loan?

A: No. Pledging your shares as collateral for a personal loan could cause the pledgee to

transfer your shares during a trading blackout period or when you are otherwise aware of

material nonpublic information. As a result, you may not pledge your shares as collateral for a

loan.

1.Can I hedge my ownership position in Geron?

A: Hedging or monetization transactions, including through the use of financial

instruments such as prepaid variable forwards, equity swaps, collars and exchange funds are

prohibited by our insider trading policy. Since such hedging transactions allow you to continue to

own Geron’s securities obtained through employee benefit plans or otherwise, but without the

full risks and rewards of ownership, you may no longer have the same objectives as Geron’s

other shareholders. Therefore, our insider trading policy prohibits you from engaging in any such

transactions.

2.Can I exercise options granted to me under Geron’s equity compensation plans

during a trading blackout period or when I possess material nonpublic information?

A: Yes, if you are not selling shares to pay for the exercise price. You may exercise the

options for which payment is made in cash (or via net exercise transaction with Geron) and

receive shares, but you may not sell the shares underlying the options (even to pay the exercise

price or any taxes due) during a trading blackout period or any time that you are aware of

material nonpublic information. To be clear, you may not effect a broker-assisted cashless

exercise or a same-day sale (because these broker-assisted cashless exercise and same-day

sale transactions always include a market sale) during a trading blackout period or any time that

you are aware of material nonpublic information

3.Am I subject to trading blackout periods if I am no longer an employee or

consultant of Geron?

A: No. However, even if you are not subject to our trading blackout period after you

leave Geron, you should not trade in Geron securities if you are aware of material nonpublic

information. That restriction under the federal securities laws stays with you as long as the

information you possess is material and not publicly disseminated within the meaning of our

insider trading policy.

4.What if I purchased publicly traded options or other derivative securities before I

became a Geron employee or consultant?

A: The same rules apply as for employee stock options. You may exercise the publicly

traded options at any time, but you may not sell the securities during a trading blackout period or

at any time that you are aware of material nonpublic information.

5.May I own shares of a mutual fund that invests in Geron?

A: Yes.

6.Are mutual fund shares holding Geron common stock subject to the trading

blackout periods?

A: No. You may trade in mutual funds holding Geron common stock at any time.

7.May I use a “routine trading program” or “10b5-1 plan”?

A: Yes, subject to the requirements discussed in our insider trading policy and Geron’s

10b5-1 Trading Plan Guidelines. A routine trading program, also known as a 10b5-1 plan, allows

you to set up a highly structured program with your stock broker where you specify ahead of

time the date, price, and amount of securities to be traded. If you wish to create a 10b5-1 plan,

please contact our Insider Trading Compliance Officer to obtain pre-approval at

TradingCompliance@geron.com. A copy of Geron’s 10b5-1 Trading Plan Guidelines is attached

hereto as Exhibit B.

8.What happens if I violate our insider trading policy?

A: Violating our policies may result in disciplinary action, which may include termination

of your employment or other relationship with Geron. In addition, you may be subject to criminal

and civil sanctions.

9.Who should I contact if I have questions about our insider trading policy or

specific trades?

A: You should contact our Insider Trading Compliance Officer at

TradingCompliance@geron.com.

Geron Corporation

RULE 10B5-1 TRADING PLAN GUIDELINES

(Revised June 1, 2025)

This document lays out guidelines for any Rule 10b5-1 trading plan covering publicly

traded stock of Geron Corporation (the “Company”). In addition to honoring these

guidelines, all 10b5-1 trading plans, along with any amendments or modifications to those

plans, must comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

•Participants. The Company’s directors and executive officers (i.e., Section 16

officers) are required to adopt a 10b5-1 trading plan to govern all sales of Company

securities, other than Qualified Sell-to-Cover Transactions, and may not sell

Company securities in the open market absent special circumstances approved by

the Insider Trading Compliance Officer (or the Chief Financial Officer in the event of

trades by the Insider Trading Compliance Officer). Other Company employees are

permitted to adopt a 10b5-1 trading plan.

•Plan Adoption and Approval. The 10b5-1 trading plan must be in writing and signed

by the participant establishing the plan. The Company may keep a copy of each

10b5-1 trading plan. The Insider Trading Compliance Officer or an individual

designated by the Insider Trading Compliance Officer must pre-approve, in writing,

each 10b5-1 trading plan, including any amendment, modification or termination.

Participants must enter into a plan in good faith and not as part of a plan or scheme to

evade the prohibitions of Rule 10b-5 of the Exchange Act. In addition, all participants

that enter into a 10b5-1 trading plan must act in good faith with respect to such plan.

Compliance with the terms of the 10b5-1 trading plan and the execution of

transactions pursuant to the 10b5-1 trading plan are the sole responsibility of the

participant establishing the 10b5-1 trading plan, not the Company or the Insider

Trading Compliance Officer.

•Designated Brokers. All 10b5-1 trading plans must be established using the broker

designated by the Company and listed below:

oE*TRADE / Morgan Stanley

•Representation/Certification. The 10b5-1 trading plan must include a representation

certifying that, at the time of adoption, the participant: (i) is not aware of any material

nonpublic information about the Company or its securities and (ii) is adopting the

10b5-1 trading plan in good faith and not as part of a plan or scheme to evade the

prohibitions of Section 10(b) of the Exchange Act.

•Timing and Term of a Plan. There are limits on when a 10b5-1 trading plan can be

adopted, so plan ahead. In short, a participant can only set up a 10b5-1 trading plan

when the participant does not possess material nonpublic information about the

Company. In addition, participants that are subject to trading windows under the

Company’s Insider Trading Policy may only adopt a trading plan during an open trading

window. Each 10b5-1 trading plan must have a term of at least 6 months but no

longer than 24 months. That said, a 10b5-1 trading plan may provide for early

termination at any time after 90 days following the termination of the participant’s

employment or directorship.

•Timing of a Plan Amendment Or Modification. All participants must pre-clear any

modification of a 10b5-1 trading plan with the Insider Trading Compliance Officer or

an individual designated by the Insider Trading Compliance Officer. In addition, all

participants must promptly notify the Insider Trading Compliance Officer or an

individual designated by the Insider Trading Compliance Officer following any pre-

approved modification of a 10b5-1 trading plan and provide a copy of such modified

plan. Each 10b5-1 trading plan may be amended or modified to change the amount,

price or timing of the purchase or sale of the securities underlying a 10b5-1 trading

plan (a “Material Modification”) only when the participant does not possess material

nonpublic information about the Company. In addition, participants that are subject to

trading windows under the Company’s Insider Trading Policy may only enter into a

Material Modification during an open trading window. Any Material Modification must

include the representation set forth under “Representation/Certification” above. A

Material Modification of a 10b5-1 trading plan may not be entered into more than once

in any 6-month period. If a participant enters into separate contracts at the same time

with different agents to execute trades that are collectively compliant with Rule 10b5-

1, such contracts may be treated as a single plan and a Material Modification of any

such contract will be considered a Material Modification of the other such contracts.

•Termination. All participants must obtain pre-approval of any termination of a 10b5-1

trading plan from the Insider Trading Compliance Officer. Participants are discouraged

from terminating a 10b5-1 trading plan while in possession of material nonpublic

information. In addition, participants that are subject to trading windows under the

Company’s Insider Trading Policy are discouraged from terminating a 10b5-1 trading

plan during a closed trading window. If a participant terminates their 10b5-1 trading

plan early, they must wait at least 30 days before trading outside of the 10b5-1 trading

plan. (Note for clarity: before the expiration of the 30 days waiting period, a participant

may exercise the options that were subject to their terminated 10b5¬1 trading plan for

which payment is made in cash (or via net exercise transactions with the Company),

but may not sell the stock underlying those options, including in a broker-assisted

cashless exercise or same-day sale transaction).

•Delayed Effectiveness of First Trade. The first trade under a 10b5-1 trading plan

cannot occur until the expiration of the applicable waiting period (the “Waiting

Period”) as follows: (i) if the participant is a director or Section 16 officer of the

Company, the later of (A) 90 days following the adoption of the 10b5-1 trading plan or

(B) two business days following the disclosure of the Company’s financial results in a

Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted (subject

to a maximum of 120 days after adoption of the plan), and (ii) for all other participants,

at least 30 days. Following a Material Modification of a 10b5-1 trading plan, a

participant may not trade under the plan until the expiration of the applicable Waiting

Period measured from the date of the Material Modification.

Relationships with Plan Broker; No Subsequent Influence. If the 10b5-1 trading

plan allows a broker discretion regarding the details of trading (e.g., timing, share

amounts), the participant cannot communicate any material nonpublic information

about the Company to the broker, or attempt to influence how the broker exercises its

discretion. In addition, any individual who is authorized to exercise discretion in

executing the participant’s 10b5-1 trading plan must be a different individual from the

person who executes trades for the participant in other securities.

•Plan Specifications; Discretion Regarding Trades. The 10b5-1 trading plan must

specify the amount of stock to be purchased or sold, or specify or set an objective

formula for determining the amount of stock to be sold. Other than plans providing for

nondiscretionary sell-to-cover transactions to satisfy tax withholding obligations

arising exclusively from the vesting of restricted stock or restricted stock units

(“Qualified Sell-to-Cover Transactions”), 10b5-1 trading plans that are designed to

effect the open-market purchase or sale of Company securities as a single trade may

only be entered into once per 12-month period. Transaction types such as market,

limit, and VWAP orders are allowed. Each 10b5-1 trading plan should specify the

timing of trading or allow for the broker to exercise its discretion regarding the timing

of trading. While the Company generally will not comment on the specific trading

instructions proposed to be included in a 10b5-1 trading plan, the Insider Trading

Compliance Officer may, in the exercise of their discretion, refrain from approving

a proposed 10b5-1 trading plan on the basis of the proposed trading instructions. For

example, the Insider Trading Compliance Officer likely will not approve a 10b5-1

trading plan if the trading instructions provide for trades on a frequent (e.g., weekly)

basis for an extended time period.

•Other Trades. Trading the Company’s securities outside of a participant’s 10b5-1

trading plan could, in certain circumstances, jeopardize the validity of a participant’s

plan. Accordingly, no participant who has a 10b5-1 trading plan may make open-

market sales of the Company’s securities outside of the plan while their 10b5-1 trading

plan is in effect if such sales would cause or potentially cause the participant to not be

able to make all of the trades under his or her 10b5-1 trading plan because the Rule

144(e) volume limitations (if applicable to the participant) would otherwise be

exceeded.

•Only One Plan in Effect at Any Time. A participant may have only one 10b5-1

trading plan in effect at any time. However, a participant may, during the term of an

existing plan, adopt one new 10b5-1 trading plan to replace the existing plan, but only

if the first scheduled trade under the new 10b5-1 trading plan does not occur before

all trades under the existing 10b5-1 trading plan are completed or expire without

execution; provided, however, that if a participant terminates the existing plan after

adoption of the replacement plan but prior to the existing plan’s scheduled expiration,

the participant’s trades may not commence under the replacement plan until the

expiration of the applicable Waiting Period, measured from the date of termination of

the existing plan. This restriction on overlapping plans does not apply to plans

providing for Qualified Sell-to-Cover Transactions.

•Mandatory Suspension or Termination. Each 10b5-1 trading plan must suspend

trades or terminate if legal, regulatory, or contractual restrictions are imposed on the

participant, or other events occur that would prohibit sales under such a plan. For

example, trading would need to be suspended or the plan terminated if these

guidelines were amended to preclude the particular sort of trade contemplated by the

plan.

•Compliance with Rule 144. For directors and Section 16 officers, each 10b5-1

trading plan must provide for specific procedures to comply with Rule 144 under the

Securities Act of 1933, as amended, including the filing of Forms 144, when

applicable. If you need additional information on Rule 144 and Form 144, please

contact the Insider Trading Compliance Officer. If requested by the Company,

participants must footnote trades disclosed on Forms 144 to indicate that the trades

were made pursuant to a 10b5-1 trading plan.

•Broker Obligation to Provide Notice of Trades. Each 10b5-1 trading plan must

provide that the broker will promptly notify the participant and the Company of any

trades under the plan so that, where required, the participant can make timely filings

under the Exchange Act (i.e., no later than the close of business on the day of the

trade).

•Required Exchange Act Filings. The Company is required to disclose certain

information on a quarterly basis on Form 10-Q and 10-K with respect to the adoption,

Material Modification or termination of 10b5-1 trading plans by any director or Section

16 officer. Directors and Section 16 officers must, in any Section 16 filing reporting a

transaction effected pursuant to a 10b5-1 trading plan, check the appropriate box to

indicate that the transaction is pursuant to a 10b5-1 trading plan and provide the date

of adoption of the plan. By entering into a 10b5-1 trading plan, the Company’s

directors and Section 16 officers are deemed to understand, and agree to cooperate

with the Company with respect to, such disclosure obligations, including by notifying

the Insider Trading Compliance Officer of information relevant to the preparation of

such disclosure.

•Stock Options. Exercises of stock options for which payment is made in cash (or via

net exercise transactions with the Company) currently can be executed at any time.

Same day sale exercises or broker-assisted cashless exercises of stock options are

subject to the restrictions set forth in this document and the Company’s Insider

Trading Policy. However, the Company will permit same day sales and broker-

assisted cashless exercises under a 10b5-1 trading plan. Once a broker in a same day

sale or broker-assisted cashless exercise disposes of the applicable shares in

accordance with the 10b5-1 trading plan, the broker will notify the Company in writing

and the administrator of the Company’s stock plans will process the transaction. The

participant should not be involved with this type of same day sale exercise.

•Pledging the Company’s Stock to Secure Margin of Other Loans. The Company

does not permit officers or directors to pledge the Company’s stock or securities as

collateral to secure loans. Such pledges also cannot be carried out through a 10b5-1

trading plan.

•Company Not Party To The Plan. The 10b5-1 trading plan may not have the

Company as party to the plan, although it can have a representation by the participant

to the effect that the Company has reviewed the plan.

•Guidelines Takes Precedence. In any event of any conflict between the guidelines

in this document and any 10b5-1 trading plan, this document shall control, to the

extent the 10b5-1 trading plan would permit activities otherwise prohibited by this

document.

•Exceptions; Waivers. All requests for exceptions to or waivers of these guidelines

must be reviewed and approved by the Insider Trading Compliance Officer or an

individual designated by the Insider Trading Compliance Officer.