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NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Anteris Technologies Global Corp., a Delaware corporation (the “Company”), will be held on December 2, 2026, at 4:00 p.m. Central time (being 9:00 a.m. AEDT on December 3, 2026). You can attend the Annual Meeting in person at the InterContinental Sydney, 16 Phillip Street, Sydney, NSW, 2000, Australia, or via the live webcast on the Internet at www.virtualshareholdermeeting.com/AVR2026, where you can participate, vote, and submit questions during the Annual Meeting.

For purposes of attendance at the Annual Meeting, all references in this Proxy Statement to “present in person” shall include virtually present at the Annual Meeting. Only stockholders of record at the close of business on October 29, 2026 (being 8:00 a.m. AEDT on October 30, 2026) are entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. Holders of CHESS Depositary Interests (“CDIs”) of the Company at that time will be entitled to receive notice of, and to attend, the Annual Meeting, either virtually or in person as guests. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting. To vote in advance of the Annual Meeting, CDI holders must direct CHESS Depositary Nominees Pty Ltd (“CDN”) to vote their underlying shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) by either completing and signing the CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form. As further described in the proxy materials for the Annual Meeting, you may attend the Annual Meeting in person or via the live webcast on the Internet at www.virtualshareholdermeeting.com/AVR2026. You may vote by telephone, Internet, or mail prior to the Annual Meeting. While we encourage you to vote in advance of the Annual Meeting, unless you are a holder of CDIs, you may also vote electronically or in person and submit questions relating to meeting matters during the Annual Meeting (subject to time restrictions), regardless of whether you are attending in person or virtually. CDI holders will only be able to ask questions during the Annual Meeting if they are attending in person.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/AVR2026, stockholders must enter the 16-digit control number found on their proxy card. Holders of CDIs that plan to attend the Annual Meeting via live webcast will need to do so as guests and will not be able to vote electronically during the meeting.

The Annual Meeting will be held for the following purposes:

On or about November 9, 2026, we will begin to mail to certain stockholders this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), and instructions on how to vote online. The Proxy Statement and Annual Report are available at www.proxyvote.com.

This Proxy Statement contains various forward-looking statements that are not historical facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “intend,” “budget,” “target,” “aim,” “strategy,” “estimate,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect the Company and management’s beliefs and expectations based on current estimates and projections. While the Company believes these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties, any of which could cause the Company’s actual results, performance, or achievements, or industry results, to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which include, but are not limited to, the risks described in the Company’s Annual Report under the heading “Risk Factors” and in other documents filed by the Company with the Securities and Exchange Commission (the “SEC”).

These forward-looking statements speak only as of the date hereof, and except as required by law, the Company undertakes no obligation to correct, update, or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in such disclosures and in our reports to the SEC.

Prior to the consummation of our initial public offering in December 2024, we completed a series of reorganization transactions (the “Reorganization”). Unless otherwise indicated or context otherwise requires, all references in this Proxy Statement to the “Company,” “Anteris,” “Anteris^®,” “we,” “us” and “our” refer to Anteris Technologies Pty Ltd (“ATPL”, formerly Anteris Technologies Ltd) prior to the Reorganization and Anteris Technologies Global Corp. (“ATGC”) after the Reorganization.

 

This summary contains highlights about our upcoming 2026 Annual Meeting of Stockholders. This summary does not contain all of the information that you may wish to consider in advance of the meeting, and we encourage you to read the entire Proxy Statement before voting.

This Proxy Statement is being furnished to the stockholders of Anteris Technologies Global Corp. (the “Company,” “Anteris” or “ATGC”) in connection with the solicitation of proxies for the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on December 2, 2026, at 4:00 p.m. Central time (being 9:00 a.m. AEDT on December 3, 2026), or at any adjournment or postponement thereof, for the purposes set forth herein. The Annual Meeting will be held in person at the InterContinental Sydney, 16 Phillip Street, Sydney, NSW, 2000, Australia and via live webcast on the Internet at www.virtualshareholdermeeting.com/AVR2026. This solicitation is being made by the board of directors of the Company (the “Board of Directors” or the “Board”). Stockholders will be able to vote and submit questions in person or online through the virtual meeting platform during the Annual Meeting. Holders of CHESS Depositary Interests (“CDIs”) of the Company will also be entitled to receive notice of, and to attend, the Annual Meeting, either virtually or in person as guests. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting. CDI holders may vote in advance of the Annual Meeting by directing CHESS Depositary Nominees Pty Ltd (“CDN”) to vote their underlying shares of Common Stock by either completing and signing their CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form. CDI holders will only be able to ask questions during the Annual Meeting if they are attending in person.

THE INFORMATION PROVIDED IN THE “QUESTIONS AND ANSWERS” FORMAT BELOW IS FOR

YOUR CONVENIENCE AND INCLUDES ONLY A SUMMARY OF CERTAIN INFORMATION

CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY

STATEMENT CAREFULLY.

We are distributing our proxy materials because our Board is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. CDI holders may vote in advance of the Annual Meeting by directing CDN to vote their underlying shares of Common Stock by either completing and signing the CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form. Persons holding CDIs are entitled to receive notice of and to attend the Annual Meeting, either virtually or in person as guests. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting.

We are using the “Full Set Delivery” method of providing proxy materials to stockholders. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement and form of proxy card, as well as providing access to those proxy materials on a publicly accessible website. The Proxy Statement, form of proxy card, and the other Annual Meeting materials are available on the internet at www.proxyvote.com.

Stockholders of record at the close of business on October 29, 2026 (being 8:00 a.m. AEDT on October 30, 2026) (the “Record Date”) (or their duly appointed proxy holder) may attend, vote, and submit questions in person at the InterContinental Sydney, 16 Phillip Street, Sydney, NSW, 2000, Australia. Stockholders may also attend, vote, and submit questions virtually during the Annual Meeting by logging in at www.virtualshareholdermeeting.com/AVR2026. To log in to the online platform, stockholders (or their authorized representatives) will need the 16-digit control number provided on their proxy card. If you are not a stockholder or do not have a control number (including holders of CDIs), you may still access the meeting virtually as a guest, but you will not be able to submit questions or electronically vote at the meeting. The meeting will begin promptly at 4:00 p.m. Central time on December 2, 2026 (being 9:00 a.m. AEDT on December 3, 2026). We encourage you to arrive at or access the meeting prior to the start time. Online access will open at 3:45 p.m. Central time (being 8:45 a.m. AEDT) and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. A recording of the meeting will be available at www.virtualshareholdermeeting.com/AVR2026 for 90 days after the meeting.

Holders of CDIs are entitled to receive notice of and to attend the Annual Meeting, either virtually or in person as guests. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting. CDI holders may vote in advance of the Annual Meeting by directing CDN to vote their underlying shares of Common Stock by either completing and signing the CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form.

There will be a designated portion of the Annual Meeting where all in-person attendees and certain virtual attendees can ask questions. For virtual attendees, only registered stockholders as of the Record Date who have accessed our Annual Meeting online as a stockholder (rather than as a “guest”) will have an opportunity to submit written questions live via the Internet during the meeting. We also encourage you to submit written questions in advance of the meeting until 11:59 p.m. U.S. Eastern time the day before the Annual Meeting by going to www.virtualshareholdermeeting.com/AVR2026 and logging in with your control number. During the meeting, we will answer stockholder questions and CDI holder questions submitted in person, in each case that comply with the meeting rules of procedure. The rules of procedure, including the number and types of questions that will not be

accepted, will be posted on the Annual Meeting website. To ensure the orderly conduct of the Annual Meeting, we encourage you to submit questions in advance. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

If attending virtually, stockholders must have available their control number provided on their proxy card to ask questions during the meeting. If you are not a stockholder or do not have a control number (including holders of CDIs), you may still access the meeting online as a guest, but you will not be able to submit questions during the meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the meeting through the virtual platform. If you encounter any difficulties accessing the meeting through the virtual platform during check-in or during the meeting, please call the technical support number that will be posted on the virtual stockholder meeting login page: www.virtualshareholdermeeting.com/AVR2026.

Stockholders will vote on twenty-three (23) proposals at the Annual Meeting:

We will also consider other business, if any, that properly comes before the Annual Meeting.

The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this Proxy Statement. If other business properly comes before the meeting under our Second Amended and Restated Certificate of Incorporation (the “Charter”), Amended and Restated Bylaws (the “Bylaws”), and rules established by the SEC, the proxies will use their discretion in casting all the votes that they are entitled to cast.

Our Board recommends that stockholders vote:

As of the Record Date,     shares of the Company’s Common Stock were outstanding. Only holders of record of our Common Stock as of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our Common Stock held by such stockholder on the Record Date. No cumulative voting rights are authorized. Each CDI holder is entitled to direct CDN to vote one vote for every one CDI held by such holder on the Record Date. CDI holders may vote in advance of the Annual Meeting by directing CDN to vote their underlying shares of Common Stock by either completing and signing the CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form.

Persons holding CDIs are entitled to receive notice of and to attend the Annual Meeting, either virtually or in person as guests. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting.

CDIs are issued by the Company through CDN and traded on the ASX. If you own CDIs, then you are the beneficial owner of one share of Common Stock for every one CDI that you own. CDN, or its custodian, is considered the stockholder of record for the purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct CDN, or its custodian, as to how to vote the shares of Common Stock underlying your CDIs, and you are invited to attend the Annual Meeting either virtually or in person as a guest. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting. To vote in advance of the Annual Meeting, CDI

holders must direct CDN to vote their underlying shares of Common Stock by either completing and signing the CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form.

Under the rules governing CDIs, CDN is not permitted to vote on your behalf on any matter to be considered at the Annual Meeting unless you specifically instruct CDN how to vote. We encourage you to communicate your voting instructions to CDN in advance of the Annual Meeting to ensure that your vote will be counted by either completing your CDI Voting Instruction Form and returning it in accordance with the instructions specified on that form or logging on to www.investorvote.com.au and entering the 6-digit control number found on your CDI Voting Instruction Form.

If you are a CDI holder and plan to attend the Annual Meeting virtually, you may access the live webcast as a guest, but you will not be able to electronically vote or submit questions at the meeting. If you attend the Annual Meeting in person, you may ask questions, but you will be considered a guest and will not be able to vote.

If you are a holder of record of shares of Common Stock of the Company, you may direct your vote without attending the Annual Meeting by following the instructions on the proxy card to vote by Internet or by telephone, or by signing, dating, and mailing a proxy card.

To vote in advance of the Annual Meeting, CDI holders must direct CDN to vote their underlying shares of Common Stock by either completing and signing their CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form. See “How do I vote if I hold CDIs?”

If you hold your shares or CDIs in street name via a broker or other intermediary, you should receive notice from your broker, bank, or other nominee and should follow such nominee’s applicable voting instructions. If you receive a voting instruction card, you may direct your vote by signing, dating, and mailing the card. Internet or telephonic voting may also be available. Please see the notice or voting instruction card provided by your applicable nominee or contact them for further details.

Shares held directly in your name as the stockholder of record may be voted, if you are attending the Annual Meeting, either in person or by entering the 16-digit control number found on your proxy card when you log in to the meeting online at www.virtualshareholdermeeting.com/AVR2026.

Shares held in street name through a brokerage account or by a broker, bank, or other nominee may only be voted at the Annual Meeting by submitting voting instructions to your bank, broker or other nominee or by presenting a legal proxy, issued in your name from the record holder (your bank, broker or other nominee).

Even if you plan to attend the Annual Meeting, we recommend that you vote in advance, as described above under “How do I vote in advance of the Annual Meeting?” so that your vote will be counted if you are unable to attend the Annual Meeting.

Persons holding CDIs are entitled to receive notice of and to attend the Annual Meeting, either virtually or in person as guests. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting. To vote in advance of the Annual Meeting, CDI holders must direct CDN to vote their underlying shares of Common Stock by either completing and signing the CDI Voting Instruction Form or logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form.

Each CDI holder is entitled to direct CDN to vote one vote for every one CDI held by such holder on the Record Date. Persons holding CDIs are entitled to receive notice of and to attend the Annual Meeting, either virtually or in person as guests. CDI holders will not be able to vote, either electronically or in person, during the Annual Meeting.

To vote in advance of the Annual Meeting, holders of CDIs must direct CDN to vote their underlying shares of Common Stock by either (i) completing and returning a CDI Voting Instruction Form to Computershare, the agent the Company has designated for the collection and processing of voting instructions from the Company’s CDI

holders, or (ii) logging on to www.investorvote.com.au and entering the 6-digit control number found on their CDI Voting Instruction Form. CDI Voting Instruction Forms must be received by Computershare by no later than 5:00 p.m. Central time on Sunday, November 29, 2026 (being 10:00 a.m. AEDT on Monday, November 30, 2026) in accordance with the instructions on the CDI Voting Instruction Form. Online votes submitted via the Internet at www.investorvote.com.au must also be cast by no later than 5:00 p.m. Central time on Sunday, November 29, 2026 (being 10:00 a.m. AEDT on Monday, November 30, 2026).

If you hold your CDIs in street name, you should receive notice from your broker, bank, or other nominee and should follow such nominee’s applicable voting instructions. If you receive a voting instruction card, you may direct your vote by signing, dating, and mailing the card. Internet or telephonic voting may also be available. Please see the notice or voting instruction card provided by your applicable nominee or contact them for further details.

You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record (not including a CDI holder), you may change your vote or revoke your proxy by:

If your shares are held in the name of a bank, broker, or other nominee, you may change your vote by submitting new voting instructions to your bank, broker, or other nominee. Please note that if your shares are held of record by a bank, broker, or other nominee and you decide to attend and vote at the Annual Meeting, your vote at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your bank, broker, or other nominee).

If you are a holder of CDIs, you may change your vote by:

If your CDIs are held in the name of a bank, broker, or other nominee, you may change your vote by submitting new voting instructions to your bank, broker, or other nominee.

Brokers, banks, or other nominees holding shares on behalf of a beneficial owner (other than CDN) may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank, or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is Proposal Two. Each of the other proposals is a non-routine matter.

A broker non-vote occurs when a broker, bank, or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. A broker, bank, or other nominee may exercise its discretionary voting authority on Proposal Two because it is a routine matter, and as

such, there will be no broker non-votes on Proposal Two. Broker non-votes may occur as to the other proposals or any other non-routine matters that are properly presented at the Annual Meeting. The effect of broker non-votes on each other proposal is described below.

The presence at the Annual Meeting, either in person or by proxy, of holders of a majority in voting power of the shares of stock issued and outstanding and entitled to vote at the Annual Meeting shall constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted as present for the purpose of determining whether there is a quorum at the Annual Meeting. Your shares are counted as being present if you participate either in person or virtually at the Annual Meeting and cast your vote during the meeting prior to the closing of the polls, or if you vote by proxy via the Internet, by telephone, or by returning a properly executed and dated proxy card or voting instruction form by mail.

The Company will disregard any votes cast in favor of:

However, the Company need not disregard a vote cast in favor of the above proposals by:

To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern time on Tuesday, December 1, 2026 (being 3:59 p.m. AEDT on Wednesday, December 2, 2026), and proxies submitted by mail should be received by 5:00 p.m. Central time on Tuesday, December 1, 2026 (being 10:00 a.m. AEDT on Wednesday, December 2, 2026).

CDI Voting Instruction Forms must be received by Computershare by no later than 5:00 p.m. Central time on Sunday, November 29, 2026 (being 10:00 a.m. AEDT on Monday, November 30, 2026) in accordance with the instructions on the CDI Voting Instruction Form.

If you hold your shares or CDIs in more than one account, you will receive one proxy card or CDI Voting Instruction Form for each account (as applicable). To ensure that all of your shares or CDIs are voted, please complete, sign, date, and return one proxy card or CDI Voting Instruction Form for each account or use the proxy card for each account to vote by Internet or by telephone.

If you are a holder of record of our Common Stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted:

If you hold your shares in street name via a broker, bank, or other nominee and do not provide the broker, bank, or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares:

Our Board knows of no matter to be presented at the Annual Meeting other than proposals identified in this Proxy Statement. If any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

This proxy solicitation is being made on behalf of our Board. The Company will pay the cost of soliciting proxies for the Annual Meeting. In addition to solicitation by mail, our employees may solicit proxies personally or by telephone or facsimile, but they will not receive additional compensation for these services. Arrangements may be made with brokerage houses, custodians, nominees, and fiduciaries to send proxy materials to their principals, and we may reimburse them for their expenses. In connection with the foregoing, the Company has retained D.F. King & Co., Inc. to assist in the solicitation of proxies on its behalf for the Annual Meeting. The Company has agreed to pay D.F. King & Co., Inc. a fee of approximately $12,500. In Australia, the Company has engaged Georgeson Shareholder Communications Australia Pty Ltd to assist in the solicitation of proxies from holders of CDIs. The Company has agreed to pay Georgeson Shareholder Communications Australia Pty Ltd a fee of approximately AUD $27,500.

A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by stockholders for any purpose germane to the meeting for 10 business days prior to the Annual Meeting, at Anteris Technologies Global Corp., Toowong Tower, Level 3, Suite 302, 9 Sherwood Road, Toowong QLD 4066, Australia between the hours of 9:00 a.m. and 5:00 p.m. AEST (being 10:00 a.m. and 6:00 p.m. AEDT). The stockholder list will also be available to stockholders of record for examination during the Annual Meeting at either the registration table for the Annual Meeting at the InterContinental Sydney, 16 Phillip Street, Sydney, NSW, 2000, Australia or online at www.virtualshareholdermeeting.com/AVR2026. To access the stockholder list online, you will need the control number included on your proxy card, voting instruction form, or otherwise provided by your bank, broker, or other nominee.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we send only one set of proxy materials to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources, and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.

If your shares are held beneficially and you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact Broadridge Financial Solutions, Inc., by calling (866) 540-7095 or writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and an additional copy of proxy materials will be promptly delivered to you. Similarly, if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future, you may also contact Broadridge at the above telephone number or address. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

Our Annual Report is being mailed with this Proxy Statement to those stockholders that receive this Proxy Statement in the mail.

Our Annual Report has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our Annual Report, including the financial statements and financial statement schedules, but excluding exhibits. Exhibits to the Annual Report are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Corporate Secretary at Toowong Tower, Level 3, Suite 302, 9 Sherwood Road, Toowong QLD 4066, Australia.

We will announce preliminary voting results at the Annual Meeting. In accordance with ASX Listing Rule 3.13, we will release the voting results from the Annual Meeting by way of an announcement to the ASX as soon as possible after the conclusion of the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

Rule 14a-8 Shareholder Proposals. Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must submit the proposal to our executive offices at Toowong Tower, Level 3, Suite 302, 9 Sherwood Road, Toowong QLD 4066, Australia in writing not later than July 12, 2027.

Proposals or Director Nominees. Stockholders intending to present a proposal of business at the 2027 Annual Meeting of Stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that the stockholder notice must be delivered to or mailed and received by our Secretary at our principal executive offices not less than 90 nor more than 120 calendar days prior to the first anniversary of the date on which we held the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is

scheduled for a date more than 30 calendar days prior to or more than 30 calendar days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting and the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. For the 2027 Annual Meeting of Stockholders, the Secretary must receive notice of such a proposal or nomination no earlier than August 4, 2027 and no later than September 3, 2027. The notice must contain the information required by our Bylaws, a copy of which is available upon request to our Secretary.

SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with the above deadlines and, in certain other cases notwithstanding the stockholder’s compliance with these deadlines.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the additional information required by Rule 14a-19(b) of the Exchange Act.

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

You may request additional copies, without charge, of this Proxy Statement and other proxy materials or ask questions about the Annual Meeting, the proposals, or the procedures for voting your shares by writing to our Corporate Secretary at Toowong Tower, Level 3, Suite 302, 9 Sherwood Road, Toowong QLD 4066, Australia.

Our Charter and Bylaws provide for a classified Board of Directors. There are three classes of directors, with each class of directors serving three-year terms that end in successive years. We currently have authorized seven directors. Our Charter and Bylaws will not limit the number of terms a member may be re-elected as a director.

At the Annual Meeting, our stockholders will vote on the election of David St Denis and Stephen Denaro (the “Nominees”) as Class II directors, each for a three-year term expiring at the 2029 annual meeting of stockholders and until the election and qualification of his respective successor in office, or until the earlier of his respective death, resignation, disqualification or removal. The proxy holders intend to vote all proxies received by them “FOR” the Nominees unless otherwise instructed. In the event that either Nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who may be designated by our current Board to fill the vacancy. As of the date of this Proxy Statement, our Board is not aware that either Nominee is unable or will decline to serve as a director. The two Nominees receiving the highest number of affirmative votes of the shares entitled to vote at the Annual Meeting will be elected as directors. Proxies cannot be voted for a greater number of persons than the Nominees up for election.

ASX Listing Rule 14.5 requires that an entity which has directors must hold an election of directors at each annual meeting. Further, in accordance with ASX Listing Rule 14.4, a director must not hold office (without re-election) past the third annual meeting following their appointment or three years, whichever is longer.

Each of Mr. St Denis and Mr. Denaro has agreed to serve, if elected, until the 2029 annual meeting of stockholders and until his respective successor has been duly elected and qualified or until the earlier of his respective death, resignation, disqualification or removal. There are no family relationships between or among any of Mr. St Denis, Mr. Denaro, our executive officers, or our continuing directors. Each of Mr. St Denis and Mr. Denaro was evaluated in accordance with our standard review process for director candidates in connection with his nomination for election at the Annual Meeting. Mr. St Denis is not considered to be an independent director by virtue of his position as President of the Company. Mr. Denaro is not considered to be an independent director by virtue of his ongoing consultancy arrangement with the Company’s Australian subsidiaries.

The following table sets forth information with respect to the Nominees and our other current directors who will continue in office after the Annual Meeting and information with respect to their ages and positions held with our company as of the date of this Proxy Statement:

Our Nominating and Corporate Governance Committee and our Board are focused on ensuring that a wide range of backgrounds, attributes, viewpoints and experiences are represented on our Board. The chart below identifies some of the key skills and experiences the Board has identified as being important to its responsibilities and demonstrates how the directors and director nominees reflect these skills. A mark indicates a specific area of focus or expertise that the director or director nominee brings to our Board. The matrix below does not encompass all of the knowledge, skills and experience of our directors and director nominees, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director or director nominee does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors or director nominees does not mean the individual in question is unable to contribute to the decision-making process in that area.

 

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. From 2009 to 2024 he served as Director of Phraxis Medical Inc. 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.

Stephen Denaro rejoined the Board in May 2026 as a Class II director, with a term expiring at the 2026 annual meeting of stockholders. Mr. Denaro previously served as a director from October 2018, taking into account his director position with ATPL, and resigned from the Board effective December 13, 2025. Mr. Denaro also provides director and company secretarial services for, and serves as a director on the board of directors of, a number of the Company’s Australian subsidiary entities. He has been providing company secretarial services to other ASX-listed companies since 1994 and serves as a director and sole shareholder of Trio Business Intermediaries Pty Ltd, a business consulting company specializing in restructuring, corporate governance, directorship, and company secretarial services, through which he provides these and other services. Mr. Denaro has over 25 years of experience

in mergers and acquisitions, business valuations, accountancy services, and income tax compliance gained from positions as Company Secretary and Chief Financial Officer of various public companies and with major chartered accountancy firms in Australia and the United Kingdom. Mr. Denaro has a Bachelor of Business in Accountancy and a Graduate Diploma in Applied Corporate Governance, and he is a member of the Institute of Chartered Accountants in Australia & New Zealand and the Australian Institute of Company Directors. We believe that Mr. Denaro’s qualifications to serve as a director include his finance and business experience and his experience with ASX-listed companies, including his tenure as Corporate Secretary of ATPL and a director of the Company.

Susan Knight has served on our Board since May 2026. Ms. Knight most recently served as Board Chair of Surmodics, Inc., a medical device provider, from 2015 until November 2025. She has served on corporate boards of directors since 2008 and has broad audit committee experience, including serving as committee chair at Surmodics, Inc., Greater Metropolitan Housing Corporation and Plato Learning. During her professional career, Ms. Knight was the Senior Vice President and Chief Financial Officer of MTS Systems Corporation from 2011 to 2014 and its Chief Financial Officer from 2001 to 2011. Prior to MTS Systems Corporation, Ms. Knight was the Vice President of Finance of the Home and Building Control Business of Honeywell, Inc. from 1994 to 2001. She also held various other management and executive financial positions during her 24-year career at Honeywell, Inc. Ms. Knight earned a BSBA in Accounting from Creighton University. We believe that Ms. Knight’s qualifications to serve as a director include her extensive financial, audit committee, and public company board experience.

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, Mr. Moss 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’s qualifications to serve as a director include his extensive legal, leadership and industry experience.

Wayne Paterson joined the Company in October 2014 as a Non-Employee Director (as defined below), and 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 Anteris Technologies Pty Ltd (“ATPL,” formerly Anteris Technologies Ltd), and has served as the Vice Chairman of our Board since March 2025. Mr. Paterson served as Chair of the board of directors of v2vmedtech, inc. (“v2vmedtech”) from April 2023 to July 2026. Prior to joining the Company, Mr. Paterson held senior positions at Merck KGaA (“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 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.

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 was a director of v2vmedtech from April 2023 to July 2026 and served as the Chief Executive Officer of v2vmedtech from April 2023 to May 2026. 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, 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.

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF DAVID ST DENIS AND STEPHEN DENARO AS A CLASS II DIRECTOR.

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 Board of Directors currently consists of seven members. Our Board of Directors has determined that Mr. Seaberg, Mr. Moss, Mr. Roberts, and Ms. Knight each qualify as an independent director in accordance with the Nasdaq Listing Rules. Our Board has further determined that Mr. Seaberg, Mr. Moss, Mr. Roberts, and Ms. Knight each qualify as an independent director under Nasdaq Listing Rules applicable to membership on our Audit and Risk Committee. Each of those four members is “financially literate” under the Nasdaq Listing Rules, and our Board has determined that each of Ms. Knight and Mr. Roberts is an “audit committee financial expert,” as defined in applicable SEC rules. Mr. Paterson is not considered independent by virtue of his position as Chief Executive Officer. Mr. St Denis is not considered independent by virtue of his position as President. Mr. Denaro is not considered independent by virtue of his ongoing consultancy arrangement with the Company’s Australian subsidiaries.

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.

The members of our Audit and Risk Committee consist of Ms. Knight, Mr. Moss, Mr. Roberts, and Mr. Seaberg. Ms. Knight is the chairperson of our Audit and Risk Committee. Each of Mr. Seaberg, Mr. Roberts, Mr. Moss, and Ms. Knight meets the requirements for independence under the current Nasdaq Listing Rules and Rule 10A-3 of the Exchange Act. Each of those four members is “financially literate” under the Nasdaq Listing Rules. Our Board has determined that each of Ms. Knight and Mr. Roberts is an “audit committee financial expert” within the meaning of the SEC’s rules and regulations. This designation does not impose on such directors 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:

The members of our Compensation Committee consist of Mr. Seaberg, Ms. Knight, Mr. Moss, and Mr. Roberts. Mr. Moss is the chairperson of our Compensation Committee. Each of Mr. Seaberg, Ms. Knight, 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 and Rule 10C-1 of the Exchange Act. Our Compensation Committee is responsible for, among other things:

The Compensation Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the Compensation Committee. To the extent permitted by applicable law and the applicable equity compensation plan, the Compensation Committee also may delegate to one or more executive officers of the Company the authority to grant, and make determinations and administer the equity compensation plan with respect to, equity-based awards under an equity compensation plan to employees and consultants of the Company who are not officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors of the Company.

The members of our Nominating and Corporate Governance Committee consist of Mr. Roberts, Ms. Knight, Mr. Moss, and Mr. Seaberg. Mr. Roberts is the chairperson of our Nominating and Corporate Governance Committee. Each of Mr. Roberts, Ms. Knight, Mr. Moss, and Mr. Seaberg meets the requirements for independence under the current Nasdaq Listing Rules. Our Nominating and Corporate Governance Committee is responsible for, among other things:

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 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 ASX 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 line with the instructions provided in this Proxy Statement under the heading “When are stockholder proposals due for the 2027 Annual Meeting of the stockholders?” and in compliance with other specific procedural requirements set forth in our Bylaws.

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.

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. 

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.

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 and organizational transformation. Additional areas of focus for our Board include, but are not limited to:

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.

Our business depends on information technology systems, cloud-based services and third-party platforms to support our operations, including product development, clinical and regulatory activities, manufacturing and quality processes, financial reporting, business communications and other corporate functions. These systems and the information they process may be, and have in the past been, subject to cybersecurity threats, including ransomware and other malware, phishing and social-engineering attacks, unauthorized access, exploitation of system vulnerabilities, credential compromise, service disruption, and intentional or unintentional actions by employees, contractors or other third parties.

We maintain a risk-based cybersecurity program designed to identify, assess and manage material cybersecurity risks and to protect the confidentiality, integrity and availability of our systems and information. Cybersecurity risk management is integrated into our broader enterprise risk-management processes and uses governance, escalation and reporting channels applicable to other legal, compliance, strategic, operational and financial risks.

Our cybersecurity risk-management processes include:

We engage external service providers, where appropriate, to monitor cybersecurity threats, assess and test aspects of our cybersecurity program, and assist in responding to cybersecurity incidents. Our processes for managing cybersecurity risks associated with third parties include, as appropriate, security due diligence, review of relevant security documentation, contractual protections and ongoing risk-based monitoring. These processes are designed to identify and manage cybersecurity risks but cannot eliminate all such risks.

The Board oversees our management of enterprise risks, including cybersecurity risks. The Audit and Risk Committee assists the Board in this oversight by periodically reviewing and discussing with management our cybersecurity risks, risk-management practices, significant assessment findings and related internal controls. The Audit and Risk Committee reports significant cybersecurity matters to the Board.

At the management level, the Head of IT oversees our cybersecurity program and its integration with our broader information technology and enterprise risk-management activities. The Head of IT reports to our President. The enterprise Cybersecurity Lead reports to the Head of IT and is responsible for the day-to-day management and operational design of the cybersecurity program. The enterprise Cybersecurity Lead has more than 20 years of experience in information technology roles, including cybersecurity responsibilities, and holds relevant industry certifications, including the Certified Information Systems Security Professional certification. The enterprise Cybersecurity Lead provides periodic updates directly to the Audit and Risk Committee regarding cybersecurity risks, our cybersecurity program, significant assessment findings and other relevant developments.

Any failure to adequately protect our systems and information from cybersecurity threats, security breaches, service interruptions or data corruption could materially disrupt our operations and adversely affect our business, financial condition or results of operations.

We have not identified risks from known cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition.

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 the fiscal year ended December 31, 2025, our Board had eight Board meetings, our Audit and Risk Committee had four meetings, our Nominating and Corporate Governance Committee had no meetings, and our Compensation Committee had five meetings. During such period, each then-serving member of our Board attended 100% of all Board and relevant committee meetings held during the period in which such director served.

Each director is encouraged and generally expected to attend the annual meeting of stockholders.

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.

During the fiscal year ended December 31, 2025, 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 serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any other entity that has one or more of its executive officers serving on our Board or Compensation Committee.

We have adopted an Insider Trading and Securities Dealing Policy, which promotes compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq. 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.

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.

The following is a discussion of compensation arrangements of our named executive officers for 2025 (our “NEOs”). As an “emerging growth company” as defined in the Jumpstart Our Business Startups 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.

The following table sets forth as of the date of this Proxy Statement, the names and ages of our executive officers, who also constitute our NEOs for 2025, except for Mr. Moen, who was appointed in September 2026. Biographies for each executive officer, other than Mr. Paterson and Mr. St Denis (which are included above under the heading “Proposal One – Election of Class II Directors”) are included below the table. There are no family relationships between the executive officers or between any director and any executive officer.

Matthew McDonnell currently serves as the Head of Australia, a position he has held since September 2026. Prior to that, Mr. McDonnell served as ATPL’s Chief Financial Officer from November 2018 and, following the Reorganization, held the role of Chief Financial Officer of the Company through September 2026. He also served as the Chief Financial Officer of v2vmedtech from September 2023 to May 2026. 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 member of the Chartered Institute for Securities & Investment and a Member of the Australian Institute of Company Directors.

Mr. Moen currently serves as Chief Financial Officer, a position he has held since September 2026. Mr. Moen is an experienced financial executive with more than 25 years of leadership experience, including Chief Financial Officer roles at both public and private companies. He has extensive expertise in capital markets, investor relations, mergers and acquisitions, and scaling growth-oriented organizations, including medical technology companies. Mr. Moen previously served as Chief Financial Officer of LifeLens Technologies from September 2023 to March 2026, Chief Financial Officer of Tactile Systems Technology from September 2018 to April 2023, and Chief Financial Officer of Entellus Medical from May 2016 to March 2018. Mr. Moen holds a Bachelor of Accountancy from the University of North Dakota.

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.

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. Under the Paterson Agreement, Mr. Paterson’s base salary was initially $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 initial public offering (“IPO”), and, starting with the 2026 calendar year, annual long-term incentive compensation awards, with a total target grant value of $4,000,000 subject to approval by stockholders in accordance with the rules of the ASX. The RSU grant described in Proposal Three is a special award made in recognition of Mr. Paterson’s service in 2025 and does not constitute the 2026 long-term incentive award described in the Paterson Agreement. 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.

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 Operating 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 was initially $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, with a total target grant value of $2,000,000 subject to approval by stockholders in accordance with the rules of the ASX. The RSU grant described in Proposal Four is a special award made in recognition of Mr. St Denis’ service in 2025 and does not constitute the 2026 long-term incentive award described in the St Denis Agreement. 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 Head of Australia of the Company. Mr. McDonnell’s base salary was initially $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, with a total target grant value of $500,000. Mr. McDonnell also received a special RSU grant in March 2026 in recognition of his service in 2025, but such grant does not constitute the 2026 long-term incentive award for purposes of the McDonnell Contract. 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.

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.

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.

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 Compensation 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.

During 2024, the Company granted 300,000 options to Mr. Paterson with an exercise price of $14.64, pursuant to stockholder approval, which generally 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 the Company completed 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, 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.

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:

Under each plan, certain eligible participants could receive ordinary shares, options or rights. The vesting of shares, options or rights could be subject to the satisfaction of service-based conditions and performance hurdles which, when satisfied, would allow eligible participants to receive shares or vested options or rights which are exercisable over shares or CDIs.

The Company has adopted the Anteris Technologies Global Corp. Equity Incentive Plan, or 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.

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.

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.

The aggregate number of shares of 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.

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 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.

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:

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 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.

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.

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 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.

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, 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.

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.

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.

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.

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.

For 2025, the Company’s management team engaged Compensia, Inc. (“Compensia”) as its compensation consultant. Compensia provided services to management, including providing total compensation benchmarking data for the executive team and meeting with management to discuss such data. Compensia also provided updated data that was referenced for purposes of determining certain merit-based adjustments and compensation levels for promotions and new hires at the executive level. Compensia did not provide any services to the Company in 2025 other than advising on the amount or form of executive compensation. The Company has considered the relationship with Compensia, including the factors impacting Compensia’s independence under the rules of the SEC and Nasdaq. After considering all relevant factors, the Company has concluded that Compensia is independent and that its work for management does not raise any conflicts of interest.

In 2026, the Compensation Committee engaged Pearl Meyer as its compensation consultant.

The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2025:

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.

We have adopted a compensation recovery policy that is compliant with the Nasdaq Listing Rules, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Company provides a health benefit plan to U.S.-based NEOs.

The following table sets forth the amounts of securities authorized for issuance under our compensation plans as of December 31, 2025:

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. Denaro rejoined the Board on May 11, 2026. 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.

We have adopted a Non-Employee Director Compensation Policy (the “Non-Employee 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:

Pursuant to the Non-Employee Director Compensation Policy as in effect in 2025 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 were elected or appointed to our Board received 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. Such policy also provided that 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 equity award, 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 equity award.

On September 12, 2026 (the “Amendment Effective Date”), the Board amended and restated the Company’s Non-Employee Director Compensation Policy to make the following key changes:

All Option Rights described above will have an exercise price equal to the fair market value on the date of grant.

The details of the current total remuneration packages of all of our directors for the year ending December 31, 2026, are as follows: