Anteris Technologies Global Corp. 10-K

Item 9A Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025. Disclosure controls and procedures are designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective based on the material weaknesses discussed in Management’s Report on Internal Control over Financial Reporting described below. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial reporting includes those policies and procedures which (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures of the issuer are being made only in accordance with appropriate authorization of management and the directors of the issuer, and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements. In connection with the preparation of our financial statements for the years ended December 31, 2024 and 2023, our management and our independent auditors identified material weaknesses in the design and operating effectiveness of our internal control over financial reporting, which remained unremediated as of December 31, 2025. The material weaknesses identified by our management and our independent auditors relate to (i) a lack of appropriately designed, implemented and documented procedures and controls, and (ii) deficiencies in the segregation of duties. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, under the oversight of our Board, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, as a result of the material weaknesses described above. Remediation of Previously Reported Material Weakness Management has initiated a remediation plan to address the material weaknesses described above. This plan includes formally documenting policies, processes, risks, and controls, and reviewing the design and operating effectiveness of key and non-key controls. Testing of operating effectiveness has commenced, and remediation actions are progressing as planned. Segregation of duties has been enhanced across the control environment and financial reporting systems through system automation, strengthened month-end controls, and strengthened month-end review procedures. During the year ended December 31, 2025, we implemented changes to our internal control over financial reporting to remediate the material weaknesses disclosed in our prior filings. These remediation activities included enhancements to our control environment, improvements to process-level controls, and updates to documentation and oversight procedures. Management is currently validating and testing the operating effectiveness of these enhanced controls. While we believe that these efforts will improve our internal control over financial reporting, the design and implementation of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles. The actions that we are taking are subject to ongoing senior management review, as well as oversight by the Audit and Risk Committee. We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. 107 Table of Contents Changes in Internal Control over Financial Reporting Other than the ongoing remediation plans described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of Registered Public Accounting Firm This Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting due to an exemption established by the JOBS Act for EGCs. Inherent Limitation on the Effectiveness of Internal Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B Other Information Insider Trading Arrangements and Policies During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K. Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10 Directors, Executive Officers and Corporate Governance Board of Directors Our Board oversees the management of the business and affairs of the Company and serves as the ultimate decision-making body of the Company, except for those matters reserved to our stockholders. Our Board oversees the Company’s management team, to whom it has delegated responsibility for the Company’s day-to-day operations. While our Board’s oversight role is broad and may concentrate on different areas from time to time, its primary areas of focus are strategy, oversight, governance and compliance, as well as assessing management. Our Charter and Bylaws provide for a classified Board. There are three classes of directors, with each class of directors serving three-year terms that end in successive years. We currently have authorized five directors. Our Charter and Bylaws do not limit the number of terms a member may be re-elected as a director. The following table provides the names, ages and positions of our directors as of February 25, 2026. 108 Table of Contents Name Current Position Independent Under Nasdaq Rules Age Class II Directors (Terms Expiring at the 2026 Annual Meeting of Stockholders) David St Denis President, Director No 57 Class III Directors (Terms Expiring at the 2027 Annual Meeting of Stockholders) Wayne Paterson Vice Chairman and Chief Executive Officer No 59 David Roberts (1)(2)(3) Director Yes 61 Class I Director (Term Expiring at the 2028 Annual Meeting of Stockholders) John Seaberg (1)(2)(3) Chairman of the Board of Directors Yes 74 Gregory Moss (1)(2)(3) Director Yes 42 (1) Member of the Audit and Risk Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Our directors bring a range of skills and experience in relevant areas, including finance strategy, marketing, Biomedical Technology, global health care, public company director experience, corporate finance and capital investment and global/international corporate experience. We believe this cross-section of capabilities enables our Board to help guide our objectives and leading corporate governance practices. More detailed biographical descriptions of each director is set forth below. John Seaberg John Seaberg has been Chairman of our Board since March 2017 and a director since October 2014, in each case taking into account positions held with ATPL. Additionally, Mr. Seaberg has been serving as Chair of the board of directors of Preceptis Medical Inc since 2016 and Phraxis Medical Inc since 2009. He was Executive VP at Cedar Point Capital, a broker-dealer focused on healthcare investment, from June 2015 through December 31, 2023. From 2008 until 2012, Mr. Seaberg was Chair of Synovis Inc., a Nasdaq-listed manufacturer of various medical device and bioscaffold tissue products which was acquired by Baxter, and, from 2007 until 2014, was Co-Founder, Chair and Chief Executive Officer of NeoChord Inc., a company commercializing technology developed at the Mayo Clinic for repair of the mitral valve via minimally invasive techniques. From 1996 to 2006, Mr. Seaberg served at Guidant Corp. (subsequently acquired by Boston Scientific Corp.) where he held various executive level positions, including Director of Marketing for Cardiac Rhythm Management, Vice President of Sales for Cardiac Surgery and Vice President of Sales for Cardiac Rhythm Management. In addition, Mr. Seaberg was co-Founder, President and Chief Executive Officer of ACIST Medical, from 1991 to 1995. Mr. Seaberg holds a Bachelor of Arts in Speech Communications from the University of Minnesota and an MBA from the Carlson School of Management, also at the University of Minnesota. We believe that Mr. Seaberg’s qualifications to serve as a director include his extensive finance, leadership and industry experience and his tenure as a director of the Company. Gregory Moss Gregory Moss has served on our Board since June 2025. Mr. Moss serves as Chief Business and Legal Officer, as well as Corporate Secretary and Chief Compliance Officer of Evommune, Inc., a clinical stage biotechnology company dedicated to chronic inflammatory diseases. Prior to Evommune, Greg served as Executive Vice President, General Counsel, and Corporate Secretary, Chief Compliance Officer at Kadmon Corporation (“Kadmon”), a biopharmaceutical company, where he led legal, compliance, and business development operations, culminating in Kadmon’s acquisition by Sanofi in 2021. Prior to joining Kadmon in 2012, Mr. Moss served as a solicitor in the corporate risk department of a large Australian law firm and as an associate at a boutique law firm and hedge fund in New York, where he focused on complex litigation and event-driven outcomes. Mr. Moss currently serves on the board of directors of Vitls, Inc. Mr. Moss earned a BA and an LLB from Macquarie University, Australia, and is a member of the Bar Associations of New York, and New South Wales, Australia, with admissions before the Supreme Court of the United States of America; Southern District of New York; Supreme Court of New South Wales, Australia; and High Court of Australia. We believe that Mr. Moss’ qualifications to serve as a director include his extensive legal, leadership and industry experience. 109 Table of Contents David St Denis David St Denis has served as our President and as a director since March 2025. Prior to that, Mr. St Denis served as the Company’s Chief Operating Officer since July 2017, taking into account his position with ATPL. In addition, Mr. St Denis has served as the Chief Executive Officer of v2vmedtech, which we consider to be a VIE and consolidate in our financial statements, since April 2023. Mr. St Denis also served as Chief Financial Officer of v2vmedtech from April 2023 to September 2023. Prior to his appointment as Chief Operating Officer of the Company, Mr. St Denis served as Head of Commercial Operations for Europe and Canada at Merck KGaA (“Merck”), a multinational science and technology company, since 2013, and prior to that, served as Head of Operations for Emerging Markets at Merck since 2008. In addition, Mr. St Denis had held multiple leadership roles at Millennium Pharmaceuticals, Inc, now Takeda Pharmaceutical Company, from 1996 to 2006, and provided strategic consulting services to such company from 2006 to 2008. Mr. St Denis has a Bachelor of Science from the University of Connecticut, a Master of Arts from Boston University and an MBA in Global Management and International Marketing from Babson College - Franklin W. Olin Graduate School of Business. We believe that Mr. St Denis’ qualifications to serve as a director include his business experience within the industry in which the Company operates, including as the Company’s President. Wayne Paterson Wayne Paterson joined the Company in October 2014 as a Non-Employee Director (as defined below), and has served as the Chair of the Board from February 2016 to March 2017, the interim Chief Executive Officer commencing in May 2016, and the Chief Executive Officer since March 2017, in each case taking into account positions held with ATPL, and has served as the Vice Chairman of our Board since March 2025. Mr. Paterson commenced service as Chair of the board of directors of v2vmedtech, which we consider to be a VIE and consolidate in our financial statements, in April 2023. Prior to joining the Company, Mr. Paterson held senior positions at Merck from 2005 to 2013, including as President of Europe, Canada and Australia, President of Emerging Markets, President of Japan and President of Cardiovascular Medicine. From 1999 until 2005, Mr. Paterson served at Roche Pharmaceuticals, a multinational healthcare company, in several senior positions, including as Head of Pharmaceuticals in Roche’s South Korean operation and Head of Commercial Operations for Roche China. Mr. Paterson holds an MBA from the University of Southern Queensland and a degree in Business Studies from the Queensland University of Technology. Mr. Paterson previously served as a director of Cepheid Inc. (NASDAQ: CHPD) from April 2015 to November 2016. We believe Mr. Paterson’s qualifications to serve as a director include his service as our Vice Chairman and Chief Executive Officer, as his insight into the business and related risks and challenges facing the Company will contribute to our Board and in its understanding of our business and strategy. David Roberts David Roberts has served on our Board since June 2025. Mr. Roberts is currently President of LeMaitre Vascular, Inc. (NASDAQ: LMAT), a provider of devices, implants, and services for the treatment of peripheral vascular disease, which is a position he has held since 2007. He joined LeMaitre in 1997 as Vice President of Business Development and was promoted to Chief Financial Officer in 2000. Prior to LeMaitre, Mr. Roberts served as Vice President of Development for BUCA, Inc. from 1994 to 1997, and prior to that as Associate of HarbourVest Partners from 1992 to 1994. Mr. Roberts received a Bachelor of Arts in Business Economics and History from Brown University and a Master of Business Administration from the Stanford University Graduate School of Business. Mr. Roberts serves as a director of LeMaitre Vascular, Inc., Lexington Medical, Inc. and Parasole Restaurant Holdings, Inc. We believe that Mr. Roberts’ qualifications to serve as a director include his extensive finance, leadership and industry experience. Board Committees Our Board has three standing committees: the Audit and Risk Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee is governed by a charter that is available on our website at https://anteristech.com/investors/corporate-governance.html. Audit and Risk Committee The members of our Audit and Risk Committee consist of Mr. Seaberg, Mr. Roberts and Mr. Moss. Mr. Roberts is the chairperson of our Audit and Risk Committee. All three members of our Audit and Risk Committee meet the requirements for independence under the current Nasdaq Marketplace Rules (the “Nasdaq Listing Rules”) and Rule 10A-3 of the Exchange Act. Each member of our Audit and Risk Committee is “financially literate” under the Nasdaq Listing Rules. In addition, our Board has determined that Mr. Roberts is an “audit committee financial expert” within the meaning of the rules and regulations of the SEC. This designation does not impose on such director any duties, obligations, or liabilities that are greater than are generally imposed on members of our Audit and Risk Committee and our Board. Our Audit and Risk Committee is directly responsible for, among other things: 110 Table of Contents • appointing, retaining, compensating and overseeing the work of our independent registered public accounting firm; • assessing the independence and performance of the independent registered public accounting firm; • reviewing with our independent registered public accounting firm the scope and results of the firm’s annual audit of our financial statements; • overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the financial statements that we will file with the SEC; • pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; • reviewing policies and practices related to risk assessment and management; • reviewing our accounting and financial reporting policies and practices and accounting controls, as well as compliance with legal and regulatory requirements; • reviewing, overseeing, approving, or disapproving any related-person and related-party transactions; • reviewing with our management the scope and results of management’s evaluation of our disclosure controls and procedures and management’s assessment of our internal control over financial reporting, including the related certifications to be included in the periodic reports we will file with the SEC; • establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters, or other ethics or compliance issues; • reviewing reports from our management and our independent registered public accounting firm on the effectiveness of internal control, risk management systems and management of material business risks; • establishing and reviewing our risk management framework, including the risk profile developed by our management covering material risks to our business; • reviewing and assessing the effectiveness of our internal controls, policies, programs, guidelines and procedures making up our risk management framework and reporting systems, including in light of any material breakdowns and reports from our management on new or emerging sources of risk; and • reviewing with our management and recommending to our Board additional or material amendments to our risk management reporting and governance policies. Compensation Committee The members of our Compensation Committee consist of Mr. Seaberg, Mr. Moss and Mr. Roberts. Mr. Seaberg is the chairperson of our Compensation Committee. Each of Mr. Seaberg, Mr. Moss and Mr. Roberts is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and meets the requirements for independence under the current Nasdaq Listing Rules. Our Compensation Committee is responsible for, among other things: • reviewing and approving the compensation of our executive officers, including reviewing and approving corporate goals and objectives with respect to compensation; • administering our equity incentive plans; • reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans; • reviewing and recommending that our Board approve compensation for our non-employee board members; and • establishing and reviewing general policies relating to compensation and benefits for our employees. 111 Table of Contents Nominating and Corporate Governance Committee The members of our Nominating and Corporate Governance Committee consist of Mr. Seaberg, Mr. Moss and Mr. Roberts. Mr. Seaberg is the chairperson of our Nominating and Corporate Governance Committee. Mr. Seaberg, Mr. Moss and Mr. Roberts meet the requirements for independence under the current Nasdaq Listing Rules. Our Nominating and Corporate Governance Committee is responsible for, among other things: • identifying and recommending candidates for membership on our Board, including the consideration of nominees submitted by stockholders, and on each of our Boards’ committees; • reviewing and recommending our corporate governance guidelines and policies; • reviewing proposed waivers of the Code of Business Conduct and Ethics for directors and executive officers; • overseeing the process of evaluating the performance of our Board; and • assisting our Board on corporate governance matters. Process for Nominating Potential Director Candidates The Nominating and Corporate Governance Committee is responsible for identifying, screening and interviewing individuals qualified to become members of our Board and recommending qualified candidates for election by the stockholders consistent with the criteria set forth in the Company’s Corporate Governance Guidelines. In recommending nominees for director, the Nominating and Corporate Governance Committee will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. Additional criteria that the Nominating and Corporate Governance Committee and our Board may consider are: • the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; • the candidate’s experience as a board member of another publicly held company, including those dual-listed in the United States and Australia; • the candidate’s professional and academic experience relevant to the Company’s industry; • the strength of the candidate’s leadership skills; • the candidate’s experience in finance and accounting and/or executive compensation practices; • whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and • the viewpoints, background, experience and other characteristics. The Nominating and Corporate Governance Committee considers all candidates equally. The Nominating and Corporate Governance Committee reviews the background and qualifications of each nominee to ensure that our Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds (taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under law, Nasdaq rules or the 4 th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (“ASX Operating Rules”). The Nominating and Corporate Governance Committee values the input of stockholders in identifying director candidates. Accordingly, although the Nominating and Corporate Governance Committee does not have a specific policy with regard to the consideration of candidates recommended by stockholders, the Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria as it applies to recommendations from the Nominating and Corporate Governance Committee, directors and members of management. Any such nominations should be submitted to the Nominating and Corporate Governance Committee in compliance with the procedural requirements set forth in our Bylaws. 112 Table of Contents Board Leadership Structure The current Chairman of our Board is John Seaberg, who is an independent director under the Nasdaq Listing Rules and for the purposes of the ASX Operating Rules. The roles of Chairman of our Board and Chief Executive Officer are separate. Our Board believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer allows our Chief Executive Officer to focus primarily on our business strategy, operations, and corporate vision. Risk Oversight While management is responsible for assessing and managing risks to the Company on a day-to-day basis, our Board oversees management’s efforts to assess and manage risk. Our Board (in conjunction particularly with the Audit and Risk Committee) monitors and receives advice on areas of operational and financial risk and considers strategies for appropriate risk management arrangements. Specific areas of risk which are periodically considered at meetings of our Board include financial management, information technology, people and culture, intellectual property, regulatory (medical), legal, manufacturing, legal and organizational transformation. Additional areas of focus for our Board include, but are not limited to: • managing the Company’s long-term growth; • strategic and operational planning, including significant acquisitions and the evaluation of the Company’s capital structure; and • legal and regulatory compliance. More broadly, risks are considered in virtually every business decision and process and as part of the Company’s overall business strategy. While our Board has the ultimate oversight responsibility for the Company’s risk management policies and processes, the committees of our Board also have responsibility for risk oversight. As noted above, the Company’s Audit and Risk Committee assists our Board in overseeing our risk assessment and management processes related to, among other things, our financial reports and record-keeping, financial risk exposures, and cybersecurity risk, and the steps management has taken to monitor and control such exposures. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation policies and practices, including policies providing for the recovery of incentive or equity-based compensation and limiting hedging activities related to Company stock. The Nominating and Corporate Governance Committee is responsible for risk oversight associated with corporate governance practices, the composition of our Board and its committees, and environmental, social and governance matters. Our Board stays informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board. Our Board’s role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and our Board and committees providing oversight in connection with those efforts. Board and Committee Meetings and Attendance Directors are expected to make every effort to attend all meetings of our Board and all meetings of the committees on which they serve. During fiscal year ended December 31, 2025, our Board had 8 Board meetings, our Audit and Risk Committee had 4 meetings, our Nominating and Corporate Governance Committee had no meetings and our Compensation Committee had 5 meetings. During such period, each member of our Board attended at 100% of all Board and relevant committee meetings held during the period in which such director served. Additional Board Information Each committee is at all times authorized under its charter to have direct, independent and confidential access to our other directors, management and personnel to carry out the committee’s purposes. Each committee is authorized to conduct or authorize investigations into any matters relating to the purposes, duties or responsibilities of the committee. Each committee may, in its sole discretion, retain or obtain the advice of legal counsel, compensation or other consultants and other advisers. We must provide for appropriate funding, as determined by each committee, for payment of reasonable compensation to any legal counsel, compensation or other consultant or other adviser retained by the committee. 113 Table of Contents Executive Officers The following table sets forth as of February 25, 2026, the names and ages of our executive officers, who also constitute our NEOs for 2025. Biographies for each executive officer that is not a director are included below the table. There are no family relationships between the executive officers or between any director and any executive officer. Name Age Position Wayne Paterson 59 Vice Chairman and Chief Executive Officer David St Denis 57 President, Director (former Chief Operating Officer) Matthew McDonnell 53 Chief Financial Officer Matthew McDonnell Matthew McDonnell served as ATPL’s Chief Financial Officer from November 2018 and, following the Reorganization, now holds the role of Chief Financial Officer of the Company. He is also the Chief Financial Officer of v2vmedtech, which we consider to be a VIE and consolidate in our financial statements, since September 2023. Prior to his appointment as Chief Financial Officer of ATPL, Mr. McDonnell worked for KPMG, a global professional services firm, for over 24 years, where he held several senior positions, including 10 years as a partner. He has a broad range of industry experience and corporate governance acumen, having delivered audit, accounting, and advisory services to a broad range of sectors. During his time at KPMG, Mr. McDonnell worked in Australia covering the financial services, transport, industrial markets, health, childcare and energy industries. He has experience in restructurings, acquisitions, divestments, privatizations and other significant financial transactions. Mr. McDonnell also served as a director of the State Library of Queensland where he was the Chair of the Audit and Risk Management Committee for eight years. Mr. McDonnell holds a Bachelor of Economics from Macquarie University, Australia. He is an Associate of Chartered Accountants in Australia and New Zealand, a Fellow of the Financial Services Institute of Australasia and a Member of the Australian Institute of Company Directors. Corporate Governance Matters Our Board believes sound corporate governance processes and practices, as well as high ethical standards, are critical to handling challenges and to achieving business success. We embrace leading governance practices and also conduct ongoing reviews of our governance structure and processes to reflect stockholder input and changing circumstances. Below are highlights of our corporate governance practices and principles. Our Board has adopted Corporate Governance Guidelines that outline our corporate governance policies and practices, which is available on our website at https://anteristech.com/investors/corporate-governance.html. Code of Business Conduct and Ethics We have adopted a written Code of Business Conduct and Ethics, which applies to all our directors, officers and employees, and is available on our website at https://anteristech.com/investors/corporate-governance.html. The Audit and Risk Committee is responsible for overseeing the Code of Business Conduct and Ethics and must approve any waivers of the Code of Business Conduct and Ethics for executive officers and directors. We expect that any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements with respect to our executive officers and directors, will be disclosed on our website. Compensation Committee Interlocks and Insider Participation During the fiscal year ended December 31, 2025, our Non-Employee Directors (as defined below), Messrs. Seaberg, Denaro, Roberts and Moss, each served as a member of the Compensation Committee. Mr. Denaro served on the Compensation Committee until his resignation from the Board in December 2025, and Mr. Moss was appointed to the Compensation Committee following his appointment to the Board in June 2025. Other than Mr. Denaro, no member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers currently serve, or in the past fiscal year has served, as a member of our Board and on the compensation committee of any other entity that has one or more of its executive officers serving on our Board or Compensation Committee. Insider Trading and Securities Dealing Policy We have adopted an Insider Trading and Securities Dealing Policy, which promotes compliance with insider trading laws, rules and regulations and the Nasdaq Listing Rules. Additionally, the policy prohibits officers, directors, and employees from engaging in short sales, publicly-traded options, or hedging transactions such as prepaid variable forwards, equity swaps, collars and exchange funds or through other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities. Our officers, directors, and employees are also prohibited from including our securities in a margin account or pledging our securities as collateral for a loan. 114 Table of Contents Stockholder Communications Any stockholder or other interested party who wishes to communicate with our Board or any individual director may send written communications to our Board or such director, care of Anteris Technologies Global Corp., Toowong Tower, Level 3, Suite 302, 9 Sherwood Road, Toowong QLD 4066, Australia, Attention: Corporate Secretary. Our Corporate Secretary shall initially review and compile all such communications and may summarize such communications prior to forwarding to the appropriate party. Our Corporate Secretary will not forward communications that are not relevant to the duties and responsibilities of our Board. Our Board will generally respond, or cause us to respond, in writing to bona fide communications from stockholders addressed to one or more members of our Board. Delinquent Section 16(a) Reports The rules of the SEC require that the Company disclose late filings of reports of stock ownership (and changes in stock ownership) by its directors, executive officers, and beneficial owners of more than ten percent of the Company’s stock. The Company has undertaken responsibility for preparing and filing the stock ownership forms required under Section 16(a) of the Exchange Act, as amended, on behalf of its officers and directors. Based upon a review of forms filed and information provided by the Company’s officers and directors, we believe that all Section 16(a) reporting requirements were met during fiscal year 2025. Item 11 Executive Compensation The following is a discussion of compensation arrangements of our NEOs. As an EGC as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. Named Executive Officers The following table sets forth as of January 1, 2026, the names and ages of our executive officers, who also constitute our named NEOs for 2025. Biographies for each executive officer that is not a director, are included below the table. There are no family relationships between the executive officers or between any director and any executive officer. Name Age Position Wayne Paterson 59 Vice Chairman and Chief Executive Officer Matthew McDonnell 53 Chief Financial Officer David St Denis 57 President, Director (former Chief Operating Officer) Matthew McDonnell Matthew McDonnell served as ATPL’s Chief Financial Officer from November 2018 and, following the Reorganization, now holds the role of Chief Financial Officer of the Company. He has also served as the Chief Financial Officer of v2vmedtech since September 2023, which we consider to be a VIE and consolidate in our financial statements. Prior to his appointment as Chief Financial Officer of ATPL, Mr. McDonnell worked for KPMG, a global professional services firm, for over 24 years, where he held several senior positions, including 10 years as a partner. He has a broad range of industry experience and corporate governance acumen, having delivered audit, accounting, and advisory services to a broad range of sectors. During his time at KPMG, Mr. McDonnell worked in Australia covering the financial services, transport, industrial markets, health, childcare and energy industries. He has experience in restructurings, acquisitions, divestments, privatizations and other significant financial transactions. Mr. McDonnell also served as a director and Chair of the Audit and Risk Management Committee of the State Library of Queensland for eight years. Mr. McDonnell holds a Bachelor of Economics from Macquarie University, Australia. He is an Associate of Chartered Accountants in Australia and New Zealand, a Fellow of the Financial Services Institute of Australasia and a Member of the Australian Institute of Company Directors. 115 Table of Contents 2025 Summary Compensation Table The following table and related footnotes provide information concerning the compensation of our NEOs for each of the years ended December 31, 2025 and December 31, 2024. Name and Principal Position Year Salary ($)(1) Bonus ($) Stock awards ($)(2) Option awards ($)(2) Nonequity incentive plan compensation(3) Change in pension value and nonqualified deferred compensation earnings ($) All other compensation ($)(4) Total ($) Wayne Paterson 2025 734,598 — 4,460,000 — 896,100 — 40,403 6,131,101 Vice Chairman and Chief Executive Officer 2024 696,389 125,000 — 1,461,423 725,000 — 35,533 3,043,345 David St Denis 2025 479,156 — — — 469,680 — 33,069 981,905 President and Former Chief Operating Officer 2024 450,000 50,000 3,000,000 — 380,000 — 34,596 3,914,596 Matthew McDonnell 2025 264,379 — — — 176,826 — 16,147 457,352 Chief Financial Officer 2024 267,432 50,000 499,998 — 158,757 — 24,471 1,000,658 (1) The amounts represent the actual salary paid during the fiscal year. Variances from the prior year are due to (i) timing of base salary adjustments effective December 16, 2024, (ii) movements in annual leave accruals and payouts, and (iii) foreign exchange fluctuations, where applicable. Base salary rates for each NEO did not otherwise change during the fiscal year. The amounts reported in this column for Mr. McDonnell for 2025 and 2024 are presented in USD using exchange rates which averaged over the relevant year to approximately A$1.00 to $0.64 and A$1.00 to $0.65, respectively. (2) The amounts reported represent the aggregate grant date fair value for the stock and option awards granted in 2025 and 2024, each computed in accordance with FASB ASC Topic 718. Please refer to note 15 to the company’s consolidated financial statements in this Annual Report on Form 10-K for a description of the assumptions made in the valuation of stock and option awards under FASB ASC Topic 718. For fiscal year 2025, the “Stock Awards” column reflects the grant date fair value of an award (contingently granted on December 16, 2024) of 1,000,000 restricted stock units granted on December 3, 2025 after stockholder approval received on the same date. (3) The non-equity incentive plan compensation bonus for Mr. McDonnell, which has been accrued at year-end, has been translated using the spot exchange rate, which was approximately A$1.00 to $0.67. (4) The amounts disclosed as “all other compensation” set out above for Messrs. Paterson and St Denis for 2025 reflects amounts related to health and other benefit related payments in the amounts of $25,209 for Mr. Paterson and $25,065 for Mr. St Denis and the Company’s 401(K) match in the amounts of $10,500 for Mr. Paterson and $6,807 for Mr. St Denis. The amount disclosed as “all other compensation” set out above for Mr. McDonnell for 2025 reflects $15,563 of superannuation payments. All such payments to Mr. McDonnell are presented in USD using exchange rates prevailing at the dates of the transactions, which averaged over the year to approximately A$1.00 to $0.66. Employment Agreements We have entered into employment agreements with each of our NEOs. The material terms of the employment agreements are described below. Under the terms of Mr. Paterson’s executive employment agreement, which became effective on December 16, 2024 (the “Paterson Agreement”), Mr. Paterson serves as the Chief Executive Officer of the Company and on our Board as Vice Chairman. Mr. Paterson’s base salary is $725,000, subject to annual review by our Board for increase. Mr. Paterson is also entitled to receive an annual incentive bonus with a target opportunity of up to 100% of his base salary, a long-term incentive compensation award with a total target fair value of $6,000,000 in connection with the Company’s IPO, and, starting with the 2026 calendar year, annual long-term incentive compensation awards, which will be granted in 2026 and will vest based upon future service and/or performance after the grant date, with a total target grant value of $4,000,000 subject to approval by stockholders in accordance with the rules of the ASX. The Paterson Agreement may be terminated by the Company without “cause” or by Mr. Paterson without “good reason” (as each term is defined in the Paterson Agreement) upon six months’ written notice to the other party or by Mr. Paterson for “good reason” by giving notice to the Company of the existence of a “good reason” trigger within sixty days of its occurrence, the Company failing to cure the trigger within the following thirty days, and Mr. Paterson terminating his employment within thirty days of the end of the cure period. If the Company terminates Mr. Paterson’s employment without “cause” or Mr. Paterson terminates employment for “good reason,” Mr. Paterson will receive the following compensation and benefits, subject to his executing and not revoking a release of claims against the Company and its affiliates: the Company will continue to pay Mr. Paterson his base salary for twelve months, Mr. Paterson will be entitled to receive a pro-rata portion of his annual bonus for the year of termination based on actual achievement of the applicable performance metrics, any outstanding equity awards that vest solely based on continuous service will be earned on a pro-rata basis, and any outstanding performance-based equity awards will be earned on a pro-rata basis, subject to the achievement of the applicable performance metrics, and the Company will reimburse Mr. Paterson for COBRA premium payments for twelve months (or until Mr. Paterson becomes eligible for coverage under another medical plan, whichever occurs first). Mr. Paterson will also be entitled to participate in the Company’s employee benefit plans, programs and policies for senior executives. The Paterson Agreement includes customary non-competition, non-solicitation, intellectual property, and confidentiality provisions. 116 Table of Contents Mr. St Denis’ executive employment agreement, which became effective on December 16, 2024 (the “St Denis Agreement”) provides for Mr. St Denis’ service as the Chief Operations Officer of the Company. Effective March 5, 2025, Mr. St Denis was appointed as our President and a member of our Board. Pursuant to the St Denis Agreement, Mr. St Denis’ base salary is $475,000, subject to annual review by the Company for increase. Mr. St Denis is also entitled to receive an annual incentive bonus with a target opportunity of up to 80% of his base salary, and, starting with the 2026 calendar year, annual long-term incentive compensation awards, which will be granted in 2026 and will vest based upon future service and/or performance after the grant date, with a total target grant value of $2,000,000 subject to approval by stockholders in accordance with the rules of the ASX. The St Denis Agreement also provided for a long-term incentive compensation award with a total target fair value of $3,000,000 in connection with the Company’s IPO. The St Denis Agreement may be terminated by the Company without “cause” or by Mr. St Denis upon three months’ written notice to the other party. If the Company terminates Mr. St Denis’ employment without “cause”, subject to Mr. St Denis executing and not revoking a release of claims against the Company and its affiliates, the Company will continue to pay Mr. St Denis his base salary for nine months and will reimburse Mr. St Denis for COBRA premium payments for nine months (or until Mr. St Denis becomes eligible for coverage under another medical plan, whichever occurs first). Mr. St Denis is also provided a cellphone and is entitled to participate in the Company’s employee benefit plans, programs and policies for senior executives. The St Denis Agreement includes customary non-competition, non- solicitation, intellectual property, and confidentiality provisions. Under the terms of Mr. McDonnell’s executive employment agreement, which became effective on December 16, 2024 and which supersedes and replaces all prior agreements related to Mr. McDonnell’s employment (the “McDonnell Contract”), Mr. McDonnell serves as the Chief Financial Officer of the Company. Mr. McDonnell’s base salary is $254,334 (A$380,000), converted using the spot exchange rate of approximately A$1.00 to $0.67 on December 31, 2025 and excluding superannuation. Mr. McDonnell is entitled to contributions to defined contribution plans (superannuation) at 12.5% (previously 12.0%) of the annual eligible compensation (post July 1, 2025) subject to certain contribution caps. Mr. McDonnell is also entitled to receive an annual incentive bonus of up to 60% of his base salary, and, starting with the 2026 calendar year, annual long-term incentive compensation awards, which will be granted in 2026 and will vest based upon future service and/or performance after the grant date, with a total target grant value of $500,000. The McDonnell Contract also provided for a long-term incentive compensation award with a total target fair value of $500,000 in connection with the Company’s IPO. Either party may terminate the employment relationship generally upon three months’ written notice to the other party. The McDonnell Contract includes non-competition, non-solicitation, intellectual property, and confidentiality provisions. Short-Term Incentive Compensation Compensation for individuals is linked to our performance as well as the performance and contribution of the individual. Incentive payments are dependent on defined corporate and individual key performance targets being met. Incentive payments for the NEOs and for our broader company are at the discretion of our Board and the Compensation Committee. The Compensation Committee believes the setting of key corporate and individual key performance targets which are aligned to the corporate strategy, will drive the development, performance and position of our company. The Compensation Committee expects that this will drive increased stockholder returns going forward. 2025 STI Bonuses The NEOs’ 2025 short-term incentive (“STI”) bonus performance targets were based on a percentage of their base salaries with the actual incentive dependent on certain company and individual performance conditions being satisfied. 2025 STI targets were based on a combination of financial, capital and strategic objectives. These included adjusted EBITDA (earnings before interest, tax, depreciation and amortization), a capital position target including capital transaction(s), and achievement of key strategic objectives. The strategic objectives for 2025 included milestones related to the approval and enrollment of the Global Pivotal Registration Trial, as well as share‑price performance. Name Principal Position 2025 Target STI Bonus % Wayne Paterson Vice Chairman and Chief Executive Officer 100% of base salary David St Denis President, Director (former Chief Operating Officer) 80% of base salary Matthew McDonnell Chief Financial Officer 60% of base salary In early 2026, the Compensation Committee reviewed performance against the 2025 STI performance targets and considered the results achieved during the year, including significant operational and strategic progress. In particular, the Committee considered Mr. Paterson’s significant leadership role and achievements in advancing capital‑related matters during 2025 and for the significant contributions of Messrs. Paterson and St Denis in advancing and initiating the Global Pivotal Registration Trial. Based on this assessment, Messrs. Paterson and St Denis were each awarded an STI bonus equal to 120% of their respective target 2025 STI opportunity. Mr. McDonnell was awarded an STI bonus equal to 100% of his target 2025 STI opportunity, in each case payable in March 2026 based on the salary levels in effect at the time of payment. Policies and Practices Related to the Grant of Certain Equity Awards The Compensation Committee approves equity awards granted to the NEOs on or before the grant date. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such equity awards, which, for our CEO, are also subject to approval by our stockholders in accordance with the requirements of the ASX. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In 2025, we did not award any stock options to the NEOs during any period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC. 117 Table of Contents Executive Equity-Based Compensation During 2024, the Company granted 300,000 options to Mr. Paterson with an exercise price of $14.64, pursuant to stockholder approval, which vest in three equal installments on the first three anniversaries of June 19, 2024, subject to Mr. Paterson’s continued employment through each vesting date. The above quoted exercise price has been translated from AUD using the spot exchange rate on the date of the Reorganization which was approximately A$1.00 to $0.64. In connection with our IPO in 2024, priced at $6.00 per share, each NEO received an award of restricted stock units under the Equity Plan (as defined below), which vests annually over a three-year period. Vesting of such awards will accelerate upon a termination of employment following a change in control. The NEOs received the following number of restricted stock units: Mr. Paterson, 1,000,000; Mr. St Denis, 500,000; and Mr. McDonnell, 83,333. Because Mr. Paterson’s restricted stock units were subject to stockholder approval, his award is considered granted for purposes of this disclosure on December 3, 2025 following approval by stockholders. No equity awards were otherwise granted to the NEOs in 2025. Equity Compensation Plans The Company has two historic long-term incentive plans from which no further options or awards will be issued, which were assumed by the Company in connection with the Reorganization: ● the Admedus Ltd (now known as “n/k/a” ATGC) Employee Long Term Incentive Plan (the “2017 Incentive Plan”), which was approved by stockholders in November 2017; and ● the Employee Incentive Plan (the “2020 Incentive Plan”). Under each plan, certain eligible participants could receive ordinary shares, options or rights. The vesting of shares, options or rights may be subject to the satisfaction of service-based conditions and performance hurdles which, when satisfied, will allow eligible participants to receive shares or vested options or rights which are exercisable over shares or CDIs. Anteris Technologies Global Corp. Equity Incentive Plan The Company has adopted the Anteris Technologies Global Corp. Equity Incentive Plan (the “Equity Plan”) for purposes of granting options in the Company and other awards based on the shares of the Company to employees and other service providers of the Company. The following is a summary of the material terms of the Equity Plan, which is qualified in its entirety by reference to the full text of the Equity Plan, which was filed as exhibit 10.1 to the Company’s Amendment No. 1 to Form S-1, filed with the SEC on December 9, 2024. Purpose of the Equity Plan The purpose of the Equity Plan is to permit award grants to non-employee directors, officers and other employees of the Company and its subsidiaries, and certain consultants to the Company and its subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. Administration of the Equity Plan The Equity Plan is administered by the Compensation Committee of our Board or a subcommittee thereof (the “Administrator”). The Administrator has the power to interpret and construe the Equity Plan and is authorized to take any action it determines in its sole discretion to be appropriate, subject to the express limitations contained in the Equity Plan. Number of Authorized Shares The aggregate number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) which may be issued or transferred pursuant to awards granted under the Equity Plan will not exceed, in the aggregate, 5,163,023 shares of Common Stock (the “Share Limit”). The Share Limit will be increased by 5% of the total number of issued and outstanding shares of Common Stock on a fully-diluted basis on the last day of the preceding fiscal year on the first day of each fiscal year, for a period of ten years commencing in the first fiscal year following the effective date of the Equity Plan. The aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of incentive stock options (if such awards are able to be granted) will not exceed 4,312,777 shares of Common Stock, which limit will increase by 3% of the total number of issued and outstanding shares of Common Stock at the consummation of the IPO on the first day of each fiscal year, for a period of ten years commencing in the first fiscal year following the effective date of the Equity Plan. The maximum number of shares subject to awards granted on or following the effective date of the Equity Plan during a single calendar year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $750,000 in total value (calculating the value of any such awards based on the fair value of such awards as of their approval effectiveness date); provided, that such calendar year limit shall be $1,000,000 for (i) the non-executive chair of our Board and (ii) a new non-employee director during his or her first year of service on our Board. 118 Table of Contents In the event of certain changes in the capitalization of the Company, the Administrator will adjust the number and kind of shares of Common Stock available for issuance under the Equity Plan and all awards shall be adjusted as the Compensation Committee, in its sole discretion, determines is equitably required. Except as described below, shares subject to an award under the Equity Plan that are cancelled, forfeited, expire, or become unexercisable without having been exercised in full will be available for subsequent awards under the Equity Plan. Shares withheld in payment of the exercise price of an option or withholding taxes related to an award will be returned to the Share Limit for future grants of awards under the Equity Plan and will not reduce the Share Limit. Any references in the Equity Plan and this summary to “shares of Common Stock” may be read as a reference to CDIs or shares of Common Stock as the context reasonably requires, unless the contrary intention is expressly stated in the Equity Plan. Eligibility and Participation Eligibility to participate in the Equity Plan is generally limited to employees, consultants, directors, and officers of the Company or any subsidiary. Grants of awards over CDIs may only be granted to Australian employees of the Company or a subsidiary who are not U.S. taxpayers. Types of Awards under the Equity Plan The Equity Plan authorizes the Administrator to grant awards, individually or collectively, to recipients in any of the following forms, subject to such terms, conditions and provisions as the Administrator may determine to be necessary or desirable: ● Option rights; ● Appreciation rights; ● Restricted stock; ● RSUs; ● Cash incentive awards; ● Performance shares; ● Performance units (“PSUs”); and ● Other equity-based awards. Term of Awards The term of each award will be determined by the Administrator and stated in the award agreement. In the case of option rights and appreciation rights, the term may not exceed ten years from the grant date or such shorter term as may be provided in the award agreement. Option Rights Option rights entitle the option holder to purchase shares of Common Stock at a price established by the Administrator. The Administrator will determine the terms of the option rights, including the vesting and other conditions that must be satisfied for the vesting and exercisability of such awards. Exercise Price The Administrator will determine the exercise price of each option right at the date of grant, which price may not be less than 100% of the fair market value of the underlying shares on the date of grant. The Equity Plan prohibits the reduction of the exercise price of option rights without stockholder approval, other than in connection with a change in the Company’s capitalization. 119 Table of Contents Exercise of Option Rights An option holder may exercise his or her option rights by delivering notice of the number of option rights that are being exercised accompanied by payment in full of the applicable exercise price, in such form and pursuant to such procedures as the Company may designate from time to time, and may consist of any method of payment by the award agreement and the Equity Plan. Appreciation Rights Appreciation rights entitle the holder to receive from the Company an amount determined by the Compensation Committee, which will be expressed as a percentage of the excess of the market value per share of Common Stock on the date when an appreciation right is exercised over the base price provided for with respect to the appreciation right at the time of exercise. The Administrator will determine the terms of the appreciation rights, including the vesting and other conditions that must be satisfied for the vesting and exercisability of such awards. Base Price The Administrator will determine the base price of each appreciation right at the date of grant, which price may not be less than 100% of the fair market value of the underlying shares on the date of grant. The Equity Plan prohibits the reduction of the base price of appreciation rights without stockholder approval, other than in connection with a change in the Company’s capitalization. Stock Awards Stock awards, including restricted stock, RSUs, cash incentive awards, performance shares, PSUs, and other equity-based awards, may be granted under the Equity Plan. These stock awards may be denominated in shares or units payable in shares of Common Stock (e.g., RSUs), and may be settled in cash, shares, or a combination of cash and shares. Dividend equivalents, which represent a right to receive the equivalent value of dividends paid on shares of Common Stock, may be granted in connection with RSUs, performance shares, and PSUs. The Administrator will determine the terms of stock awards, including the vesting and other conditions that must be satisfied for the vesting of such awards. Tax Withholding The Administrator may require a recipient to remit and will have the right to deduct or withhold an amount sufficient to satisfy applicable withholding tax requirements with respect to any award granted under the Equity Plan. Change in Control The effect, if any, of certain transactions described in the Equity Plan constituting a change in control of the Company on any awards outstanding at the time immediately prior to such change in control may be specifically set forth in the corresponding award agreement, or if no such treatment is specified, then the Administrator will determine the effect of such transaction on any outstanding awards in accordance with the Equity Plan. Termination and Amendment of the Equity Plan Our Board may at any time amend the Equity Plan, subject to any required stockholder approval and any required consent from participants to the extent required under the Equity Plan or by applicable law. Our Board may terminate the Equity Plan at any time; provided, however, that such termination will not affect the rights of holders of outstanding awards granted under the Equity Plan or their successors. Term of Equity Plan The Equity Plan became effective in connection with the pricing of the IPO and will continue in effect until terminated through a resolution by our Board, provided that the termination of the Equity Plan will not affect awards then outstanding, and the terms and conditions of the Equity Plan shall continue to apply to such awards. No grant will be made under the Equity Plan on or after the tenth anniversary of the effective date of the Equity Plan. 120 Table of Contents Outstanding Equity Awards at Fiscal Year End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2025: Option awards Stock awards (1) Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option Exercise Price ($) (2) Option Expiration Date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($) Wayne Paterson 14,358 — — 23.56 12/31/2027 — — 31,890 — — 3.76 5/15/2029 — — 41,222 — — 6.04 6/13/2027 — — 258,778 — — 8.25 6/13/2027 — — 466,666 233,334 (3) — 15.28 9/15/2028 — — 100,000 200,000 (4) — 14.64 6/19/2029 — — — — — — — 666,667 (6) 3,326,668 David St Denis 5,430 — — 23.56 12/31/2027 — — 60,000 — — 5.65 9/23/2026 — — 200,000 — — 8.25 6/13/2027 — — — — — — — 700,000 (5) 384,568 — — — — — 333,334 (6) 1,663,337 Matthew McDonnell 2,001 — — 4.55 7/12/2029 — — 60,000 — — 5.94 9/23/2026 — — 50,000 — — 8.67 6/13/2027 — — — — — — — 116,668 (7) 16,969 — — — — — 55,556 (6) 277,224 (1) Stock awards include awards granted under the Share Price Performance Plan (“SPP Units”) and restricted stock units. NEOs who hold SPP Units may receive cash post-vesting that is based on positive increases in the price of the Company’s Common Stock from the base price specified at grant date. (2) All options held by Mr. McDonnell are issued in AUD. The exercise prices and share price hurdles have been translated using the year-end spot exchange rate as of December 31, 2025, which was approximately A$1.00 to $0.67. (3) Options vest in full on September 15, 2026, subject to Mr. Paterson’s continued employment through the vesting date. (4) Options vest in substantially equal installments on June 19, 2026 and June 19, 2027, subject to Mr. Paterson’s continued employment through each vesting date. (5) SPP Units vest as follows: the first tranche vests upon our share price reaching $38.20, the second tranche vests upon our share price reaching $47.75, and the third tranche vests on September 13, 2026. The first and second tranches vest and become exercisable on the earlier of the achievement of the specified share price hurdles for ten consecutive trading days and the completion of three years of service. If the share price hurdles for the first and second tranche are not achieved, the options vest on September 13, 2026. (6) Restricted stock units vest in substantially equal installments on December 16, 2026 and December 16, 2027, subject to the NEO’s continued employment through such vesting dates. (7) SPP Units vest on September 13, 2026, subject to Mr. McDonnell’s continued employment through such vesting dates. Retirement Plan Australian employees are entitled to contributions to defined contribution plans (superannuation) at 12.5% of the participant’s annual eligible gross salary and wages (post July 1, 2025) subject to certain contribution caps. The rate has increased by 0.5% annually for the past four years. U.S. employees receive 3% of gross income as an employer contribution limited by the eligible compensation threshold. Clawback Policy We have adopted a compensation recovery policy that is compliant with the Nasdaq Listing Rules, as required by the Dodd-Frank Act. Health Benefit Plan The Company provides a health benefit plan to U.S.-based NEOs. 121 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth the amounts of securities authorized for issuance under our compensation plans as of December 31, 2025: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c) Equity compensation plans approved by security holders 3,527,547 (1) $ 12.31 — Equity compensation plans not approved by security holders (3) 1,029,851 (4) $ 3.63 2,610,662 (5) Total 4,557,398 $ 12.14 2,610,662 (1) Reflects 29,646 options outstanding under the 2017 Incentive Plan, 676,751 options outstanding under the 2020 Incentive Plan, and 1,909,748 options outstanding which were granted to directors pursuant to ATPL stockholder approval. Such plans and outstanding options were assumed by the Company in 2024. The balance also includes 911,402 RSUs granted to directors and approved by stockholders in December 2025. (2) The weighted-average exercise price relates to outstanding options. The Company’s outstanding restricted stock units have no exercise price. (3) See “Anteris Technologies Global Corp. Equity Incentive Plan” above for a description of the material features of the Equity Plan. (4) Reflects restricted stock units and options outstanding under the Equity Plan. (5) Consists of 2,610,662 shares of Common Stock available under the Equity Plan. In general, the aggregate share limit under the Equity Plan will be automatically increased by 5% of the total number of issued and outstanding shares of Common Stock on a fully-diluted basis on the last day of the preceding fiscal year on the first day of each fiscal year, for a period of ten years commencing in the first fiscal year following the effective date of the Equity Plan. 2025 Director Compensation The following table and related footnotes show the compensation paid to the then-current members of our Board other than Mr. Paterson, who served as our Chief Executive Officer during 2025, and Mr. St Denis, who served as our President during 2025 (such directors, the “Non-Employee Directors”) during the last completed fiscal year. Dr. Gu resigned from the Board effective as of June 5, 2025 and Mr. Denaro resigned from the Board effective December 13, 2025. Mr. Roberts and Mr. Moss were appointed to the Board effective June 7, 2025. Where applicable, the table includes compensation paid to our Non-Employee Directors in their capacities as directors of the Company during the last completed fiscal year. Name Fees earned or paid in cash ($) Stock awards ($) (1) Option awards ($) (2) Nonequity incentive plan compensation ($) Change in pension value and nonqualified deferred compensation earnings ($) All other compensation (3) Total ($) John Seaberg 154,500 621,662 — — — 1,152 777,314 Stephen Denaro (4) 115,895 310,826 — — — 9,901 436,622 Wenyi Gu 30,301 — — — — 3,665 33,966 David Roberts 37,227 296,871 — — — — 334,098 Gregory Moss 32,475 296,871 — — — — 329,346 (1) As of December 31, 2025, our Non-Employee Directors held the following outstanding restricted stock unit (RSU) awards: Mr. Seaberg – 111,609; Mr. Roberts – 66,563; and Mr. Moss - 66,563. During 2025, Mr. Seaberg’s 27,777 RSUs vested and were settled into 27,777 shares of Common Stock. Mr. Denaro and Dr. Gu did not have any outstanding restricted stock unit awards as of December 31, 2025. (2) As of December 31, 2025, our Non-Employee Directors held the following outstanding option awards: Mr. Seaberg – 80,000 options exercisable at $8.25, 157,500 options exercisable at $15.28, and 75,000 options exercisable at $14.64; Mr. Denaro – 40,000 options exercisable at $8.67, 80,500 options exercisable at $16.06, and 50,000 options exercisable at $15.39; and Dr. Gu – 80,500 options exercisable at $16.06; Neither Mr. Roberts or Mr. Moss had any outstanding stock option awards as of December 31, 2025. The exercise prices of options held by the Australian directors, which are designated in AUD, have been converted using the year-end spot exchange rate as of December 31, 2025, which was approximately A$1.00 to $0.67. (3) The amounts in this column are presented in USD using the average exchange rate for the fiscal year ended December 31, 2025, which was approximately A$1.00 to $0.64. All other compensation amounts relate to superannuation entitlements. (4) Mr. Denaro resigned from the Board effective December 13, 2025. In accordance with the terms of the Equity Plan, all unvested RSUs granted to Mr. Denaro during 2025 were forfeited upon his resignation. Accordingly, although the grant‑date fair value of these RSUs is reported in the Director Compensation Table above, Mr. Denaro did not ultimately realize any value from these awards. 122 Table of Contents Non-Employee Director Compensation Policy We have adopted a Non-Employee Director Compensation Policy (the “Director Compensation Policy”) to provide for the compensation of non-employee directors for service on our Board. Each non-employee director receives an annual cash retainer for their service in each position as denoted below, each of which is payable in twelve equal monthly installments and is prorated for any portion of a month that a non-employee director is not serving in such position on our Board. Non-employee directors’ annual cash retainers are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by stockholders and stands at $2 million per annum, unless increased by approval of stockholders. The 2025 annual cash retainers for each applicable position were: Non-Executive Board Chair* $ 154,500 Board Member $ 46,350 Lead Independent Director (if appointed) $ 25,750 Audit Committee Chair** $ 20,600 Compensation Committee Chair** $ 15,450 Nominating & Governance Committee Chair** $ 10,300 Audit Committee Member $ 10,300 Compensation Committee Member $ 7,725 Nominating & Governance Committee Member $ 5,150 * This is the total cash compensation and the Non-Executive Board Chair is not eligible for any additional cash retainers. ** Annual retainers for Committee chairs are paid in lieu of, not in addition to, annual retainers for Committee members. Pursuant to the Director Compensation Policy and subject to stockholder approval on a per grant basis in accordance with the rules of the ASX, unless the underlying security which is acquired on exercise of the option or otherwise on satisfaction of right is purchased on-market (as specified in an award agreement), non-employee directors who are elected or appointed to our Board receive an initial grant of restricted stock units with an aggregate grant date fair value of $250,000, which vests in three equal annual installments, subject to each non-employee director’s continued service through such date. Non-employee directors who serve on our Board as of the date of any annual stockholder meeting and will continue to serve on our Board following such annual stockholder meeting receive, subject to approval on a per grant basis in accordance with the rules of the ASX, unless the underlying security which is acquired on exercise of the option or otherwise on satisfaction of right is purchased on-market (as specified in an award agreement), an annual grant of restricted stock units with an aggregate grant date fair value of $125,000, except for the Non-Executive Board Chair, who receives a grant with a target value of $250,000, which vests on the earlier to occur of the first anniversary of the grant date and the date of our next annual stockholder meeting, subject to each non-employee director’s continued service through such date. A non-employee director who has served on our Board for fewer than six months prior to an annual stockholder meeting receives a prorated grant of restricted stock units, which vests on the earlier to occur of the first anniversary of the grant date and the date of our next annual stockholder meeting, subject to such non-employee director’s continued service through such date. A non-employee director elected for the first time to our Board at an annual stockholder meeting will be eligible to receive only an initial grant of restricted stock units. Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management The following table provides certain information regarding the ownership of our Common Stock (including our CDIs), as of February 25, 2026 by each person or group of affiliated persons known to us to be the beneficial owner of more than 5% of our Common Stock (including our CDIs); each of our NEOs; each of our directors; and all of our executive officers and directors as a group. The table also sets out the names of all persons (to the best of our knowledge) who have disclosed pursuant to the Corporations Act 2001 (Cth) or in filings made with the SEC that they are “substantial shareholders” of our company and carry 5% or more of the voting rights attached to our issued securities. Unless otherwise indicated in the table or the related notes thereto, the address for each person named in the table is c/o Anteris Technologies Global Corp. 860 Blue Gentian Road, Suite 340, Eagan, Minnesota 55121. 123 Table of Contents Name of Beneficial Owner Amount and Nature of Beneficial Ownership Common Stock (1) Percentage (2) Directors and NEOs J. Seaberg 257,487 (3) * W. Paterson 1,115,975 (4) 1.1 % D. Roberts - * G. Moss - * D. St Denis 366,512 (5) * M. McDonnell 139,778 (6) * All directors and executive officers as a group (six persons) 1,879,752 1.9 % 5%+ Stockholders L1 Capital Pty Ltd 13,219,814 (7) 13.6 % Medtronic plc 15,652,173 (8) 16.1 % * Represents beneficial ownership of less than 1% of the outstanding Common Stock. (1) Except as otherwise indicated, we believe that the beneficial owners of the Common Stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. (2) Percentage of ownership is based on 97,232,054 shares of Common Stock issued and outstanding as of February 25, 2026 (including shares of Common Stock represented by CDIs). Shares of Common Stock underlying options, RSUs or warrants exercisable within 60 days of February 25, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or RSUs but are not deemed outstanding for purposes of computing the percentage ownership of any other person. (3) Reflects 47,487 shares of Common Stock and 210,000 options to acquire 210,000 shares of Common Stock exercisable within 60 days of February 25, 2026. (4) Reflects 203,061 shares of Common Stock and 912,914 options to acquire 912,914 shares of Common Stock exercisable within 60 days of February 25, 2026. (5) Reflects 101,082 shares of Common Stock and 265,430 options to acquire 265,430 shares of Common Stock exercisable within 60 days of February 25, 2026. (6) Reflects 27,777 shares of Common Stock held directly by Mr. McDonnell and 112,001 options to acquire 112,001 shares of Common Stock exercisable within 60 days of February 25, 2026 held by Quadroo Pty Ltd, as Trustee for the McDonnell Family Trust. Mr. McDonnell and his spouse serve as directors of Quadroo Pty Ltd and share voting and investment power over such shares. (7) Represents shares of Common Stock beneficially owned by L1 Capital Pty Ltd, as of January 22, 2026, as reported on the Schedule 13G/A filed by L1 Capital Pty Ltd with the SEC on February 5, 2026. The address for L1 Capital Pty Ltd is Level 45, 101 Collins Street, Melbourne, VIC 3000 Australia. (8) Represents shares of Common Stock beneficially owned by Medtronic plc (“Medtronic”) and Covidien Group S.à r.l. (“Covidien”), a wholly owned subsidiary of Medtronic, as of January 22, 2026, as reported on the Schedule 13D filed by Medtronic on January 29, 2026. The address for Medtronic is Building 2, Parkmore Business Park West, Galway, Ireland. The address for Covidien is Ground Floor, Espace Monterery, 40 Av Monterey, L-2163 Luxembourg. Australian Disclosure Requirements In addition to the Company’s primary listing on Nasdaq, our shares of Common Stock are also quoted in the form of CDIs on the ASX and trade under the ticker symbol “AVR”. As part of our ASX listing, we are required to comply with the various disclosure requirements as set out under the ASX Listing Rules. The following information is intended to comply with the ASX Listing Rules (where that information has not been provided elsewhere in this Form 10-K). Issued capital As of January 31, 2026, the Company’s issued equity instruments consisted of: • 81,410,333 shares of Common Stock quoted held by 26 stockholders of record on Nasdaq (CDI holder not included); • 15,821,721 CDIs held by CHESS Depositary Nominees Pty Limited (the “Depositary Nominee”) on behalf of 3,510 stockholders, which are quoted on the ASX; • 5,385,000 unquoted warrants which entitle the holders of those securities, upon vesting of their conversion rights, to be issued shares of Common Stock (including in certain cases in the form of CDIs) held by 59 holders; and • 2,668,729 unquoted unlisted options which entitle the holders of those securities, upon vesting of their conversion rights, to be issued shares of Common Stock (including in certain cases in the form of CDIs) held by 102 holders; and • 1,882,553 unquoted restricted stock units (“RSUs”) which entitle the holders of those securities, upon completion of the service period, to be issued shares of Common Stock (including in certain cases in the form of CDIs) held by 147 holders. As of January 31, 2026, the Company did not have any restricted securities (within the meaning of the ASX Listing Rules) that are on issue or any securities subject to voluntary escrow that are on issue. 124 Table of Contents Jurisdiction of Incorporation and Restrictions on the Acquisition of Securities The Company is incorporated in the State of Delaware in the United States of America. As a foreign company registered in Australia, the Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth) dealing with the acquisition of its shares (including substantial holdings and takeovers). Under the Delaware General Corporation Law (the “DGCL”), our Common Stock are generally freely transferable, subject to restrictions that may be imposed by United States federal or state securities laws, by our Charter or Bylaws or by an agreement binding on our stockholders. The Charter and Bylaws do not impose any specific restrictions on the transfer of our Common Stock. Transfers of the Common Stock will be made only on the transfer books or by a transfer agent designated to transfer the Common Stock. Provisions of the DGCL, the Certificate of Incorporation and the Bylaws could make it more difficult to acquire us by means of a tender offer (takeover), a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions could discourage certain types of coercive takeover practices and takeover bids that our Board may consider inadequate and encourage persons seeking to acquire control of our Company to first negotiate with the Board. Australian Corporate Governance Statement The Board and our management are committed to achieving and demonstrating the highest standards of corporate governance. We have reviewed our corporate governance practices against the ASX Operating Rules published by the ASX Corporate Governance Council. Our Corporate Governance Statement sets out the ASX Governance Recommendations and the Company’s response as to how and whether we follow those recommendations. The Corporate Governance Statement reflects our corporate governance practices in place throughout the financial year. A description of the Group’s current corporate governance practices is set out in our Corporate Governance Statement, which can be viewed at https://anteristech.com/investors/corporate-governance.html. Our most recent Corporate Governance Statement, dated February 26, 2026 and approved by the Board remains accurate as of the date of this Form 10-K. The Corporate Governance Statement is not incorporated by reference herein. Voting Rights Except as otherwise required by law, as provided in our Certificate of Incorporation or as provided in resolutions, if any, adopted by the Board with respect to any series of the preferred stock, the holders of our Common Stock (including CDIs) will exclusively possess all voting power. Each holder of shares of Common Stock will be entitled to one vote for each share held by such holder. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors. Holders of CDIs are entitled to receive notice of, and to attend as guests (but not vote at) meetings of stockholders. The Depositary Nominee (or its custodian) is the legal holder of the shares of Common Stock underlying the CDIs. However, as the beneficial owners of the shares of Common Stock underlying the CDIs, holders of CDIs may: • direct the Depositary Nominee (or its custodian) how to vote the shares of Common Stock represented by their CDIs by completing the CDI Voting Instruction Form that accompanies the relevant notice of meeting or proxy statement; or • appoint themselves (or another person) to be the Depositary Nominee’s proxy with respect to the shares of Common Stock represented by their CDIs for the purposes of attending and voting at the stockholders meeting by completing the CDI Voting Instruction Form that accompanies the relevant notice of meeting or proxy statement. Alternatively, holders of CDIs may elect to convert their CDIs into Common Stock and vote those shares of Common Stock at a stockholders meeting. Such conversion must be completed prior to the record date fixed by us for determining the entitlement of stockholders to attend and vote at the stockholders meeting. Warrants and unquoted options convert into a fixed number of shares of Common Stock or CDIs on various dates in accordance with their respective terms. Each warrant and option carries a specified exercise price and expiration date. Options may be cancelled if the applicable vesting conditions are not satisfied. Holders of warrants and unquoted options have no voting rights and are not entitled to vote at our annual or special meetings of stockholders. RSUs convert into a fixed number of shares of Common Stock or CDIs upon the satisfaction of the applicable vesting conditions. RSUs may be cancelled if the applicable vesting conditions are not satisfied. Holders of RSUs have no voting rights and are not entitled to vote at our annual or special meetings of stockholders. 125 Table of Contents Twenty Largest Holders as of January 31, 2026 Below is a statement of the 20 largest holders of shares of Common Stock and CDI holders, the number and percentage of shares of Common Stock held by those holders, and the percentage of shares of Common Stock (including that are held as both Common Stock or CDIs), based on the Company’s registers at January 31, 2026. Common Stock, excluding CDIs Rank Name Shares of Common Stock Percentage of Common Stock Outstanding (1) 1 CEDE & CO 63,039,376 64.8% 2 COVIDIEN GROUP S.À R.L. 15,652,173 16.1% 3 ADAR1 PARTNERS LP 710,205 0.7% 4 LYTTON-KAMBARA FOUNDATION 612,244 0.6% 5 NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP 340,297 0.3% 6 BLACKWELL PARTNERS LLC SERIES A 232,663 0.2% 7 AMEDAN PTY LTD 224,280 0.2% 8 ADAR1 SPV I LP 204,081 0.2% 9 SPEARHEAD INSURANCE SOLUTIONS IDF LLC SERIES ADAR1 106,122 0.1% 10 MLAD HOLDINGS PTY LTD <A/C MLAD SUPER FUND> 73,416 0.1% 11 NCP RFM LP 39,284 0.0% 12 DANIEL WEE KANG CHIEW 37,801 0.0% 13 AGSC CAPITAL PTY LTD <A/C AGSC CAPITAL INVESTMENT> 30,594 0.0% 14 AMELIA WEE LYNN CHIEW 20,650 0.0% 15 WAYNE GEOFFREY PATERSON 20,334 0.0% 16 LUCY IK CHIW LAU 15,446 0.0% 17 CHEE HIEN CHIEW 12,890 0.0% 18 NIGEL DOUGLAS WILLIAMS 10,000 0.0% 19 BRENT CHRISTOPHER MARRS 9,000 0.0% 20 ASHLEY JAMES COLE 8,069 0.0% Total 81,398,925 Remaining Common Stock Holders 11,408 Total Common Stock 81,410,333 (1) Percentage of ownership is based on 97,232,054 shares of Common Stock issued and outstanding as of January 31, 2026 (including shares of Common Stock represented by CDIs). 126 Table of Contents CDIs Rank Name Shares of CDI Percentage of Common Stock Outstanding (1) 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 4,743,359 4.9% 2 CITICORP NOMINEES PTY LIMITED 1,666,217 1.7% 3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 589,599 0.6% 4 MR PATRICK CHEW 427,797 0.4% 5 BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 246,779 0.3% 6 MUTUAL TRUST PTY LTD 230,892 0.2% 7 THROUGH2 INVESTMENTS PTY LTD <THROUGH2 SUPER FUND A/C> 160,000 0.2% 8 MR DANIEL BERNARD CLOUGH 130,000 0.1% 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <GSCO CUSTOMERS A/C> 128,335 0.1% 10 MDM LEBY HWANG 128,000 0.1% 11 MR DAVID LAMM 107,100 0.1% 12 BNP PARIBAS NOMS PTY LTD 92,805 0.1% 13 MR ROGER ANTHONY PIERCE 82,050 0.1% 14 BUTTONWOOD NOMINEES PTY LTD 80,103 0.1% 15 JAMBER INVESTMENTS PTY LIMITED <THE AMBER SCHWARZ FAM A/C> 78,288 0.1% 16 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 75,227 0.1% 17 SUPERIOR COATINGS (AUST) PTY LTD 75,000 0.1% 18 GAVJUL PTY LTD <MISSCA SUPER FUND A/C> 73,000 0.1% 19 MR JEE HOH CHIEW 68,000 0.1% 20 MR EDWARD JOHN BROOK + MR EDWARD ALFRED BROOK <EDWARD BROOK SUPER FUND A/C> 67,700 0.1% Total 9,250,251 Remaining CDI Holders 6,571,470 Total Common Stock held with CDI shares 15,821,721 (1) Percentage of ownership is based on 97,232,054 shares of Common Stock issued and outstanding as of January 31, 2026 (including shares of Common Stock represented by CDIs). Significant Unquoted Equity Holders (>20%) at January 31, 2026 As of January 31, 2026, no holder owned 20% or more of the warrants, unlisted options, or RSUs, other than holders which acquired securities under an employee incentive scheme. Distribution of Common Stock and CDI Holders at January 31, 2026 Below is a distribution schedule of the number of holders of Common Stock and CDIs, categorized by the size of their holdings, based on the Company’s registers as of January 31, 2026. Common Stock Range Number of Holders of Record Shares of Common Stock Percentage of Common Stock Outstanding (1) 1 – 1,000 3 968 0.0 % 1,001 – 5,000 4 10,440 0.0% 5,001 - 10,000 3 27,069 0.0% 10,001 - 100,000 8 250,415 0.3% 100,001 and over 8 81,121,441 83.4% Total 26 81,410,333 (1) Percentage of ownership is based on 97,232,054 shares of Common Stock issued and outstanding as of January 31, 2026 (including shares of Common Stock represented by CDIs). 127 Table of Contents CDIs Range Number of Holders of Record Shares of CDI Percentage of Common Stock Outstanding (1) 1 – 1,000 2,566 708,737 0.7% 1,001 – 5,000 649 1,541,640 1.6% 5,001 - 10,000 128 945,109 1.0% 10,001 - 100,000 156 4,068,157 4.2% 100,001 and over 11 8,558,078 8.8% Total 3,510 15,821,721 (1) Percentage of ownership is based on 97,232,054 shares of Common Stock issued and outstanding as of January 31, 2026 (including shares of Common Stock represented by CDIs). The Number of Holders Holding Less than a Marketable Parcel of Securities There were 386 stockholders and/or CDI holders holding less than a marketable parcel of shares of Common Stock and/or CDIs (where a “marketable parcel” means a parcel of securities worth at least A$500, pursuant to the ASX Operating Rules) as of January 31, 2026 at $8.84 per share. Buy-Back of Securities There is no active on-market buyback of our securities at this time. Distribution of Warrant Holders at January 31, 2026 Below is a distribution schedule of the number of holders of warrants, categorized by the size of their holdings, based on our records as of January 31, 2026. Range Number of Holders of Record Units Percentage of warrants 1 – 1,000 11 5,439 0.1% 1,001 – 5,000 20 55,497 1.0% 5,001 - 10,000 7 55,667 1.0% 10,001 - 100,000 9 264,892 4.9% 100,001 and over 12 5,003,505 92.9% Round 0.1% Total 59 5,385,000 100.0% Distribution of Unlisted Options Holders at January 31, 2026 Below is a distribution schedule of the number of holders of unlisted options, categorized by the size of their holdings, based on our records as of January 31, 2026. Range Number of Holders of Record Units Percentage of unquoted options 1 – 1,000 65 27,570 1.0% 1,001 – 5,000 16 31,089 1.2% 5,001 - 10,000 5 40,666 1.5% 10,001 - 100,000 10 212,725 8.0% 100,001 and over 6 2,356,679 88.3% Total 102 2,668,729 100.0% Distribution of RSU Holders at January 31, 2026 Below is a distribution schedule of the number of holders of RSUs, categorized by the size of their holdings, based on our records as of January 31, 2026. Range Number of Holders of Record Units Percentage of RSUs 1,001 – 5,000 120 270,150 14.4% 5,001 - 10,000 10 74,800 4.0% 10,001 - 100,000 13 314,882 16.7% 100,001 and over 4 1,222,721 65.0% Round -0.1% Total 147 1,882,553 100.0% 128 Table of Contents General Information Mr. Wayne Paterson is our Secretary. The address of our registered and principal administrative office in Australia is Toowong Tower, Level 3, Suite 302, 9 Sherwood Road, Toowong QLD 4066, Australia and our telephone number there is +61 1300 550 310. Registers of securities are held as follows: • for CDIs in Australia, at Computershare Investor Services Pty Ltd, Level 1, 200 Mary Street, Brisbane, QLD 4000 Australia, Investor Enquiries 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia); and • for shares of Common Stock in the United States, at Computershare Investor Services, 150 Royall Street, Canton, MA 02021 USA, Tel: +1 (781) 575 3100. We advise that we have used the cash and assets in a form readily convertible to cash that we had at the time of our admission to the Official List of ASX in a way that is consistent with our business objectives. Item 13 Certain Relationships and Related Transactions, and Director Independence Policies and Procedures with Respect to Related Party Transactions Our Audit and Risk Committee charter requires that the Audit and Risk Committee review and approve or disapprove all related person transactions that are required to be disclosed by Item 404 of Regulation S-K. We review all relationships and transactions reported to us in which we and our directors and executive officers or their immediate family members or any person who is known by us to be the beneficial owner of more than five percent (5%) of our voting stock are participants to determine whether such persons have a direct or indirect material interest. Our Secretary is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether our company or a related person has a direct or indirect material interest in the transaction. We have a written related-party transaction policy that applies to our executive officers, directors, director nominees, holders of more than 5% of any class of our voting securities and any member of the immediate family of, and any entity affiliated with, any of the foregoing persons. Such persons will not be permitted to enter into a related-party transaction with us without the prior consent of our Audit and Risk Committee, or other independent members of our Board in the event it is inappropriate for our Audit and Risk Committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, director nominee, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 or one percent (1%) of the average of our total assets as of the end of last three completed fiscal years must first be presented to our Audit and Risk Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit and Risk Committee will consider the relevant facts and circumstances available and deemed relevant to our Audit and Risk Committee, including, but not limited to, the commercial reasonableness of the terms of the transaction and the materiality and character of the related party’s direct or indirect interest in the transaction. Certain Relationships and Related Transactions Other than executive compensation arrangements described elsewhere in this Form 10-K (See “Item 11. Executive Compensation”), described below are the transactions and proposed transactions, since the beginning of our fiscal year ended December 31, 2025, in which we were or are to be a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 and one percent (1%) of the average of our total assets as of year-end for the last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our Common Stock, or an immediate family member of any of those persons. Reorganization Transactions Prior to the consummation of our IPO, we completed the Reorganization pursuant to which we received all of the issued and outstanding shares of ATPL, which was formerly an Australian public company originally registered in Western Australia, Australia and listed on the ASX, pursuant to the Scheme under Part 5.1 of the Corporations Act. Contemporaneously with implementation of the Scheme, ATPL also cancelled all existing options it has on issue in exchange for our company issuing replacement options to acquire Common Stock pursuant to the Option Scheme under Part 5.1 of the Corporations Act. The Scheme was approved by ATPL’s shareholders at a general meeting of shareholders, which was held on December 3, 2024. The Option Scheme was approved by ATPL’s optionholders at a general meeting of optionholders held on the same day. ATPL obtained approval of the Scheme and the Option Scheme by the Supreme Court of Queensland on December 4, 2024. As a result of the Reorganization, ATPL became a wholly owned subsidiary of our company and the shareholders of ATPL immediately prior to the consummation of the IPO became holders of the either one share of Common Stock for every ordinary share of ATPL or one CDI for every one ordinary share of ATPL for each share held as of the record date. v2vmedtech Contributions On April 18, 2023, we purchased 30% of the equity capital stock of v2vmedtech, pursuant to a contribution and stock purchase agreement, and concurrently contributed $0.2 million and entered into a series of agreements (collectively, the “v2v Agreements”) with v2vmedtech. v2vmedtech has a license agreement with Columbia University to develop an innovative heart valve repair device utilizing a transcatheter edge-to-edge repair method for a minimally invasive treatment of mitral and tricuspid valve regurgitation, also known as leaky valve. Under the terms of the v2v Agreements, we agreed to provide certain development services to v2vmedtech in exchange for equity in v2vmedtech. Pursuant to the v2v Agreements, we provide engineering, clinical, regulatory, marketing, and executive management resources, but excluding medical and chief medical officer services, in connection with v2vmedtech’s development of these valve repair devices. We are responsible for developing products and preparing regulatory filings and all costs and expenses incurred by us directly, related to the development of devices constitute development contributions under the v2v Agreements, for which we are solely responsible. These contributions are to be provided over five stages linked to key development and regulatory requirements for the device for transcatheter edge-to-edge repair of the mitral valve. 129 Table of Contents During the year ended December 31, 2025, we contributed $2.6 million to v2vmedtech to finance v2vmedtech’s operations. The total amount of eligible development contributions and operational contributions paid by us under the v2v Agreements as of December 31, 2025 was $6.2 million. See “Item 1. Business—Collaborations” in Part I of this Form 10-K for more information on the v2v Agreements. Deed of Cross Guarantee ATGC and ATPL (ACN 088 221 078) are party to a deed of cross guarantee dated December 20, 2024 (“Deed”). The Deed remained in place throughout the year ended December 31, 2025, and there were no changes to the parties to the Deed during that period. The Company did not rely on the reporting relief available under the Deed for the year ended December 31, 2025. The Deed was entered into in prior periods for Australian statutory reporting purposes; however, the Company did not rely on the reporting relief available under the Deed for the year ended December 31, 2025, and the Deed had no impact on the preparation or presentation of these consolidated financial statements. Indemnification Agreements We have entered into agreements to indemnify our directors and executive officers. These agreements require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our Board or executive officer to the maximum extent allowed under Delaware law. Medtronic Agreements Purchase Agreement On January 20, 2026, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Medtronic, pursuant to which the Company agreed to issue and sell to Medtronic 15,652,173 shares of Common Stock at a purchase price of $5.75 per share in the Medtronic Private Placement. The Purchase Agreement contained customary representations, warranties and agreements by the Company and Medtronic. Registration Rights Agreement On January 22, 2026, the Company and Medtronic entered into the Registration Rights Agreement, pursuant to which the Company agreed to file a registration statement (the “Resale Registration Statement”) covering the resale of the Common Stock sold to Medtronic in the Medtronic Private Placement (the “Registrable Securities”) by Medtronic no later than 18 months following the closing of the Medtronic Private Placement. In addition, pursuant to the Registration Rights Agreement, the Company granted Medtronic the right to demand the sale of the Common Stock sold in the Medtronic Private Placement in one underwritten offering. The Company also agreed to be responsible for all fees and expenses incurred in connection with such registration. In the event (i) the Resale Registration Statement has not been declared effective in the time period specified in the Registration Rights Agreement or (ii) after the Resale Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Resale Registration Statement for any reason, subject to certain limited exceptions, then the Company will agree, pursuant to the Registration Rights Agreement, to make payments to Medtronic as liquidated damages in an amount equal to 1.0% of the aggregate amount paid pursuant to the Purchase Agreement by Medtronic for the Registrable Securities then held by Medtronic for each 30-day period or pro rata for any portion thereof during which such event continues. In no event will such liquidated damages exceed 5.0% of the aggregate purchase price of the shares of Common Stock purchased by Medtronic under the Purchase Agreement. Pursuant to the Registration Rights Agreement, the Company granted Medtronic customary indemnification rights in connection with the Resale Registration Statement. Medtronic also granted the Company customary indemnification rights in connection with the Resale Registration Statement. 130 Table of Contents Investor Rights Agreement On January 22, 2026, the Company and Medtronic entered into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which the Company and Medtronic have certain rights and obligations, including: ● Participation rights: So long as Medtronic beneficially owns at least 75% of the shares of Common Stock purchased pursuant to the Purchase Agreement (the “Minimum Ownership Threshold”), Medtronic will have participation rights with respect to certain future issuances of equity securities by the Company to maintain Medtronic’s percentage ownership interest, subject to customary carve-outs set forth in the Investor Rights Agreement. ● Transfer restrictions: From the closing date of the Medtronic Private Placement through May 22, 2027, Medtronic will be prohibited from transferring any of the shares of Common Stock purchased pursuant to the Purchase Agreement, subject to certain customary exceptions. In addition, until January 22, 2029, transfers of the shares of Common Stock purchased pursuant to the Purchase Agreement by Medtronic will be subject to, among other things, volume limitations and prohibitions on transfers to activist investors or any person engaged in the business of structural heart therapeutics. ● Collaboration: The Company and Medtronic agree to engage in non-exclusive good faith discussions regarding potential collaboration opportunities with respect to manufacturing, co-development and co-commercialization of the Company’s products and other matters as may be agreed to between the Company and Medtronic from time to time. ● Standstill: From the closing date of the Medtronic Private Placement through May 22, 2027 (the “Standstill Period”), Medtronic will be subject to customary standstill provisions (the “Standstill”), pursuant to which, subject to customary exceptions, neither Medtronic nor any of its affiliates may, directly or indirectly, among other things, acquire additional securities of the Company, propose or pursue extraordinary transactions involving the Company, seek to influence or control the Company’s management or board of directors, solicit proxies, initiate stockholder proposals or coordinate with third parties with respect to any of the foregoing. Notwithstanding the foregoing, following the occurrence of certain fundamental change events, Medtronic may make proposals or offers privately to the Company, subject to the terms of the Investor Rights Agreement. ● Voting agreement: During the Standstill Period, Medtronic will be obligated to cause all shares of Common Stock beneficially owned by Medtronic and its affiliates to be present for quorum purposes and to be voted in accordance with the recommendations of the Board with respect to all proposals submitted to the stockholders of the Company. ● Board observer: From the closing date of the Medtronic Private Placement until the Observer Termination Date (as defined below), Medtronic will have the right to designate one non-voting board observer, who must be reasonably acceptable to the Board. Medtronic’s right to designate a board observer will terminate upon the earliest of the date on which (the “Observer Termination Date”): (i) Medtronic ceases to meet the Minimum Ownership Threshold; (ii) certain antitrust or competition law issues arise with respect to the board observer’s continued service as such; (iii) Medtronic breaches the Standstill; (iv) Medtronic takes any of the actions prohibited by the Standstill after the Standstill Period; and (v) Medtronic or the board observer materially breaches any clean team agreement or any provision addressing competitively sensitive information of the Company in any confidentiality agreement. ● Right to negotiate: From the closing date of the Medtronic Private Placement until the date on which the U.S. Food and Drug Administration approves the Company’s Class III device, and provided that Medtronic meets the Minimum Ownership Threshold and Medtronic’s board observer right has not been terminated pursuant to certain circumstances, the Company will notify Medtronic upon receipt of certain acquisition proposals and, subject to applicable law and the fiduciary duties of the Board, is obligated to provide Medtronic with substantially the same information provided to the party that made such acquisition proposal and negotiate in good faith with Medtronic for a specified period of time. Nothing in the Investor Rights Agreement requires the Company or the Board to approve, recommend or consummate any transaction or limits the ability of the Board to take or refrain from taking any action required to comply with its fiduciary duties under applicable law. 131 Table of Contents Director Independence Our Board currently consists of five members. Our Board has determined that Mr. Seaberg, Mr. Moss and Mr. Roberts qualify as independent directors in accordance with the Nasdaq Listing Rules. Our Board has further determined that Mr. Seaberg, Mr. Moss and Mr. Roberts qualify as independent directors under Nasdaq Listing Rules applicable to membership on our Audit and Risk Committee. In addition, our Board has determined that each of the members of our Audit and Risk Committee is “financially literate” pursuant to the Nasdaq Listing Rules, and that Mr. Roberts is an “audit committee financial expert,” as defined in applicable SEC rules, because of his individual extensive financial experience. Mr. Paterson and Mr. St Denis are not considered independent by virtue of their positions as Chief Executive Officer and President (former Chief Operating Officer), respectively, of the company. Item 14 Principal Accountant Fees and Services Fees billed by KPMG (Brisbane, Australia, (PCAOB ID 1020 ) for the fiscal years ended December 31, 2025 and 2024, respectively, are as follows: Fiscal Year Ended December 31, 2025 2024 Audit fees (1) $ 513,371 $ 649,610 Audit-related fees - - Tax fees - - All other fees - - Total fees $ 513,371 $ 649,610 (1) Audit fees consist of fees for professional services provided primarily in connection with the annual audit of our financial statements, quarterly reviews and other audit services, including services related to SEC registration statements and other documents such as the preparation of comfort letters and consents. Determination of Independence In considering the nature of the services provided by our independent registered public accounting firm, the Audit and Risk Committee determined that such services are compatible with the provision of independent audit services. The Audit and Risk Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence. Additional information concerning the Audit and Risk Committee and its activities can be found in the “Board Committees — Audit and Risk Committee” section of this Form 10-K. Pre-Approval Policy According to policies adopted by the Audit and Risk Committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be preapproved by the Audit and Risk Committee. The Audit and Risk Committee has established a general pre-approval policy for certain audit and non-audit services, up to a specified amount for each identified service that may be provided by the independent auditors. The Audit and Risk Committee approved one hundred percent (100%) of all services provided by KPMG during the year ended December 31, 2025. The Audit and Risk Committee has considered the nature and amount of the fees billed by KPMG and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining KPMG’s independence. PART IV Item 15 Exhibits, Financial Statement Schedules The following documents are filed as part of this report: 1. Financial Statements Information in response to this Item is included in Part II, Item 8 of this Form 10-K. 2. Financial Statement Schedules All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 3. Exhibits The following is a list of exhibits filed or furnished as part of this Form 10-K. 132 Table of Contents Exhibit Index Exhibit Description Incorporated by Reference Filed Number Form Date Number Herewith 2.1 † Scheme Implementation Deed, dated August 13, 2024, by and between Anteris Technologies Global Corp. and Anteris Technologies Ltd S-1 11/22/2024 2.1 3.1 Second Amended and Restated Certificate of Incorporation of Anteris Technologies Global Corp. 8-K 12/16/2024 3.1 3.2 Amended and Restated Bylaws of Anteris Technologies Global Corp. 8-K 12/16/2024 3.2 4.1 Reference is made to Exhibits 3.1 through 3.2 X 4.2 Description of Registrant’s Securities 10-K X 4.3 Form of Common Stock Warrant 10-Q 11/12/2025 4.2 4.4 Form of Confirmation Letter (containing the terms of the CDI Warrants) 10-Q 11/12/2025 4.3 10.1 + Anteris Technologies Global Corp. Equity Incentive Plan S-1 11/22/2024 10.1 10.2 + Admedus Ltd Employee Long Term Incentive Plan S-8 12/16/2024 99.2 10.3 + Anteris Technologies Ltd Employee Incentive Plan S-8 12/16/2024 99.3 10.4 + Form of Indemnification Agreement for Directors and Officers S-1 11/22/2024 10.2 10.5 #†&#x5E; Development Agreement, dated April 18, 2023, by and between v2vmedtech, inc. and Anteris Technologies Corporation S-1 11/22/2024 10.3 10.11 #†&#x5E; Supply and Quality Agreement, dated May 15, 2024, by and between Anteris Aus Operations Pty Ltd and Harvey Industries Group Pty Ltd S-1 11/22/2024 10.9 10.12 †&#x5E; Second Amended and Restated Supply and License Agreement, dated June 1, 2018, between 4C Medical Technologies, Inc. and Admedus Corporation S-1 11/22/2024 10.10 10.13 †&#x5E; Amendment No. 1 to Second Amended and Restated Supply and License Agreement, dated March 5, 2024, between 4C Medical Technologies, Inc. and Anteris Technologies Corporation S-1 11/22/2024 10.11 10.14 #†&#x5E; Supply and Quality Agreement, dated November 16, 2021 between Anteris Technologies Corporation and Aran Biomedical Teoranta S-1 11/22/2024 10.12 10.16 #†&#x5E; First Amended and Restated Services Agreement, dated February 21, 2021, by and between NPX Medical, LLC and Anteris Technologies Corporation S-1 11/22/2024 10.14 10.17 Amendment No. 1 to First Amended and Restated Services Agreement, dated March 24, 2024, by and between NPX Medical, LLC and Anteris Technologies Corporation S-1 11/22/2024 10.15 10.18 #†&#x5E; Master Services Agreement, dated June 1, 2021, by and between Anteris Technologies Corporation and Switchback Medical LLC S-1 11/22/2024 10.16 10.19 †&#x5E; First Amended and Restated Master Services Agreement, dated July 28, 2025, by and between Anteris Technologies Corporation and Switchback Medical LLC 10-Q 11/12/2025 10.1 10.24 †&#x5E; Combined Bioinformatics Master Services Agreement, dated September 1, 2021, by and between Anteris Technologies Corporation and Cardiovascular Research Foundation S-1 11/22/2024 10.18 10.25 #†&#x5E; Lease of Part 26 Harris Road, Malaga, dated February 1, 2009, by and between Giacomel Pty Ltd, Verigen Australia Pty Ltd and Genzyme Corporation S-1 11/22/2024 10.19(a) 10.26 #† Deed of Variation of Lease, dated June 23, 2014, among Giacomel Pty Ltd, Admedus Biomanufacturing Pty Ltd, Genzyme Corporation and Admedus Ltd S-1 11/22/2024 10.19(b) 10.27 # Deed of Extension and Variation, dated February 19, 2019, by and between Giacomel Pty Ltd, Admedus Biomanufacturing Pty Ltd and Admedus Ltd S-1 11/22/2024 10.19(c) 10.28 Deed of Assignment of Lease, dated March 28, 2023 by and between Giacomel Pty Ltd, Admedus Biomanufacturing Pty Ltd, Admedus Regen Pty Ltd and Anteris Technologies Ltd S-1 11/22/2024 10.19(d) 10.29 # Deed of Variation of Lease, dated June 12, 2023, by and between Giacomel Pty Ltd, Anteris Aus Operations Pty Ltd and Anteris Technologies Ltd S-1 11/22/2024 10.19(e) 10.30 # Deed of Extension and Variation of Lease, dated February 13, 2024, among Giacomel Pty Ltd, Anteris Aus Operations Pty Ltd and Anteris Technologies Ltd S-1 11/22/2024 10.19(f) 10.31 #†&#x5E;+ Professional Services Agreement, dated September 3, 2021, between Anteris Technologies Corporation and Christopher Meduri, M.D. S-1 11/22/2024 10.20(a) 10.32 #†+ Amendment No. 1 to Professional Services Agreement, dated May 1, 2023, between Anteris Technologies Corporation and Christopher Meduri, M.D. S-1 11/22/2024 10.20(b) 10.33 +&#x5E; Amended and Restated Employment Agreement, dated November 18, 2024, by and between Anteris Technologies Global Corp. and Wayne Paterson S-1 11/22/2024 10.24 10.34 +†&#x5E; Contract of Employment, dated November 19, 2024, by and between Anteris Technologies Ltd and Matthew McDonnell S-1 11/22/2024 10.25 10.35 +&#x5E; Amended and Restated Employment Agreement, dated November 19, 2024, by and between Anteris Technologies Global Corp. and David St Denis S-1 11/22/2024 10.26 10.36 # Anteris Technologies Global Corp. Non-Employee Director Compensation Policy S-1 11/22/2024 10.27 133 Table of Contents Exhibit Description Incorporated by Reference Filed Number Form Date Number Herewith 10.37 #† Contribution and Stock Purchase Agreement, dated April 18, 2023, by and among Anteris Technologies Corporation, v2vmedtech, inc., Dr. Vinayak Bapat, Urmi Bapat, Shalaka Bapat, Susheel Kodali, Michael McDonald and Christopher Meduri S-1/A 12/9/2024 10.28 10.38 Stock Purchase Agreement, dated January 20, 2026, by and among Anteris Technologies Global Corp. and Covidien Group S.à r.l. 8-K 1/22/2026 10.1 10.39 Registration Rights Agreement, dated January 22, 2026, by and among Anteris Technologies Global Corp. and Covidien Group S.à r.l. X 10.40 Investor Rights Agreement, dated January 22, 2026, by and among Anteris Technologies Global Corp. and Covidien Group S.à r.l. X 10.41 Master Services Agreement, dated January 12, 2026, by and between Anteris Technologies Corporation and Bright Research Partners, Inc. X 14.1 Code of Business Conduct and Ethics 10-K 3/12/2025 14.1 19.1 Insider Trading and Securities Dealing Policy 10-K 3/12/2025 19.1 21.1 Subsidiaries of the Registrant X 23.1(a) Consent of Independent Registered Public Accounting Firm for Anteris Technologies Global Corp. X 23.2 Consent for Future Market Insights, Inc. X 24.1 Power of Attorney (included in the signature page hereto) X 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Compensation Clawback Policy 10-K 3/12/2025 97.1 * This certification attached as Exhibit 32.1 that accompanies this Form 10-K, is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. # Certain identified information has been excluded from this exhibit pursuant to Rule 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. † Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K. &#x5E; Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Anteris Technologies Global Corp. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. + Management contract or compensatory plan, contract or arrangement. Item 16 Form 10-K Summary None. 134 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eagan, State of Minnesota, on the 26th day of February, 2026. Anteris Technologies Global Corp By: /s/ Wayne Paterson Name: Wayne Paterson Title: Vice Chairman and Chief Executive Officer 135 Table of Contents Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Wayne Paterson and Matthew McDonnell, and each of them, severally, as his or her true and lawful attorneys-in-fact and agents with the power to act, with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Company, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Wayne Paterson Vice Chairman and Chief Executive Officer (Principal Executive Officer) February 26, 2026 Wayne Paterson /s/ Matthew McDonnell Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 26, 2026 Matthew McDonnell /s/ John Seaberg Chairman of the Board of Directors February 26, 2026 John Seaberg /s/ David St Denis President and Director February 26, 2026 David St Denis /s/ David Roberts Director February 26, 2026 David Roberts /s/ Gregory Moss Director February 26, 2026 Gregory Moss 136