STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2026

(a)

Stock-based compensation expense

The following table presents the components and classification of stock-based compensation expense recognized for stock options, share price performance (“SPP”) rights, cash incentive units (“CIUs”), restricted stock units (“RSUs”) and shares of Common Stock issued to employees and directors:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2026 $		2025 $		2026 $		2025 $
Equity-settled stock-based payments (including stock options and RSUs)		2,116		1,541		3,932		3,244
Cash-settled stock-based payments (including SPP rights and CIUs)		1,861		44		1,966		(98	)
Total stock-based compensation expense		3,977		1,585		5,898		3,146
Classification of stock-based compensation expense
Cost of products sold		2		12		3		13
Research and development expense		2,370		928		2,988		1,543
Selling, general and administrative expense		1,605		645		2,907		1,590
Total stock-based compensation expense		3,977		1,585		5,898		3,146

As of June 30, 2026, there was $9.6 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted. That cost is expected to be recognized over a weighted-average period of 1.3 years.

(b)

Stock-based awards activity

Director options and RSUs

No options were granted to directors during the three or six months ended June 30, 2026 and 2025.

In June 2026, 35,160 RSUs held by directors vested and were settled, resulting in the issuance of 35,160 shares of Common Stock.

In March 2025, 289,500 stock options held by directors were exercised, resulting in the issuance of 32,959 shares of Common Stock.

Employee stock options

During the three and six months ended June 30, 2026, the Company granted 503,150 employee stock options. No employee options were granted during the three or six months ended June 30, 2025.

During the three and six months ended June 30, 2026, employees exercised 62,001 stock options. During the three and six months ended June 30, 2025, employees exercised 283 and 1,114 stock options, respectively.

During the three and six months ended June 30, 2026, 16,667 and 30,084 employee stock options, respectively, were forfeited or expired.

Employee RSUs

During the three and six months ended June 30, 2026, the Company granted 369,161 and 447,901 RSUs, respectively, to employees under the Anteris Technologies Global Corp. Equity Incentive Plan (the “Equity Incentive Plan”). These RSUs generally vest in three tranches, with each tranche typically vesting on the first, second and third anniversaries of the grant date, subject to continued employment, and are settled in shares of Common Stock upon vesting.

During the three and six months ended June 30, 2026, 35,102 and 53,652 RSUs, respectively, were forfeited upon cessation of employment. During the three and six months ended June 30, 2026, 146,851 RSUs vested and were settled in shares of Common Stock.

During the three and six months ended June 30, 2025, the Company granted 527,050 RSUs to employees under its Equity Incentive Plan. During the three and six months ended June 30, 2025, 39,300 RSUs were forfeited upon cessation of employment.

SPP rights

No SPP rights were granted during the three or six months ended June 30, 2026 or 2025. The carrying amount of the SPP liabilities was $2.1 million and $0.3 million as of June 30, 2026 and December 31, 2025, respectively.

CIUs

CIUs entitle the holders to receive cash payments based on the value of a specified number of notional shares of the Company's Common Stock. The value of the awards is linked to the Company's share price and is remeasured at each reporting date until settlement. The CIUs vest in tranches subject to continued employment or service. During the three and six months ended June 30, 2026, the Company granted 55,804 CIUs. The carrying amount of the CIU liabilities was $93 thousand as of June 30, 2026. No CIUs were granted during the three or six months ended June 30, 2025.

(c)

Fair Value Disclosures

RSUs

The weighted-average grant date fair value of RSUs granted during the three and six months ended June 30, 2026 was $8.77 and $8.34 per RSU, respectively. The weighted-average grant date fair value of RSUs granted during the three and six months ended June 30, 2025 was $3.45 per RSU. The fair value of the RSUs was determined based on the market value of the Company’s Common Stock on the grant date, which represents the fair value of the underlying shares.

Employee stock options

The following table provides the weighted average fair value of options granted to employees during the periods indicated and the related weighted average inputs (based on number of options granted) used in the Black-Scholes model. No stock options were granted during the three and six months ended June 30, 2025.


	Three months ended June 30, 2026			Six months ended June 30, 2026
Quantity granted during the period		503,150			503,150
Weighted average fair value per option at grant date	$	5.76		$	5.76
Assumptions used:
Share price at grant date	$	8.77		$	8.77
Exercise price	$	8.77		$	8.77
Expected volatility		70	%		70	%
Expected life range		5.5 – 6.5 years			5.5 – 6.5 years
Expected dividends		Nil			Nil
Risk-free interest rate range		4.19% – 4.26%			4.19% – 4.26%

SPP rights

The inputs used in the measurement of the fair values at reporting date of the SPP rights were as follows:


Service-based SPP	June 30, 2026			December 31, 2025
Weighted average fair value per SPP	$	0.25		$	0.10
Share price at measurement date	$	9.85		$	4.99
Base price	$	15.28		$	15.28
Expected volatility (weighted average)		80.0	%		77.5	%
Expected life (weighted average)		0.2 years			0.7 years
Risk-free interest rate (based on government bonds)		3.87	%		3.54	%


Service- and performance-based SPP	June 30, 2026			December 31, 2025
Weighted average fair value per SPP	$	3.20		$	0.49
Share price at measurement date	$	9.85		$	4.99
Base price	$	15.28		$	15.28
Expected volatility (weighted average)		75.0	%		72.3	%
Expected life (weighted average)		2.2 years			1.7 years
Risk-free interest rate (based on government bonds)		4.14	%		3.47	%