Geron Corp — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2026

GERON CORPORATION

(Exact name of registrant as specified in its charter)

(650) 473-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Amendment to 2018 Equity Incentive Plan

As further described below, at the 2026 Annual Meeting of Stockholders of Geron Corporation (the “Company”) held on May 20, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s 2018 Equity Incentive Plan to, among other items, increase the number of shares of the Company’s common stock issuable thereunder by 4,500,000 shares (as so amended and restated, the “Amended 2018 Plan”), which had previously been adopted by the Company’s board of directors (the “Board”), subject to stockholder approval. A description of the terms and conditions of the Amended 2018 Plan is set forth on pages 35 to 49 in the Company’s definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2026 (the “2026 Proxy Statement”) and is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by the full text of the Amended 2018 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2026 Annual Meeting was held on May 20, 2026 in a virtual meeting format, pursuant to notice duly given. Only stockholders of record as of the close of business on March 26, 2026, the record date for the 2026 Annual Meeting, were entitled to vote at the 2026 Annual Meeting. The final results of the stockholder vote on each proposal brought before the 2026 Annual Meeting are as follows:

Item 9.01 Financial Statements and Exhibits.

(4) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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