Anteris approves 1.2M options, 800K PSUs for exec

Rhea-AI Filing Summary

Anteris Technologies Global Corp. (AVR) approved significant equity awards for senior executives and a key employee, primarily in the form of nonqualified stock options and performance-based restricted stock units, with most grants contingent on stockholder approval.

Wayne Paterson was approved for 1,200,000 stock options and 800,000 PSUs, and David St Denis for 414,000 stock options and 485,000 PSUs, all granted on September 13, 2026 with 10-year terms for the options and multi-year vesting. The PSU awards vest over a five-year period based on achieving stock price hurdles of $21.50, $41.00, and $61.50, with accelerated vesting on death, disability, or certain change-in-control events. Separately, Matthew McDonnell received a nonqualified option grant over CHESS Depositary Interests with a target value of $500,000, vesting over three years and subject to similar change-in-control and forfeiture conditions.

Filing Explained

The filing gives the awards different current states: Paterson’s and St Denis’s options and PSUs require stockholder approval, while McDonnell’s option is described as approved and authorized with vesting conditions. The executive awards therefore remain conditional, with vesting—not issuance—still ahead.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Paterson Option Grant: 1,200,000 options St Denis Option Grant: 414,000 options Paterson PSU Grant: 800,000 PSUs +5 more

8 metrics

Paterson Option Grant 1,200,000 options Nonqualified employee stock options approved with grant date September 13, 2026 and expiration September 13, 2036

St Denis Option Grant 414,000 options Nonqualified employee stock options approved with grant date September 13, 2026 and expiration September 13, 2036

Paterson PSU Grant 800,000 PSUs Performance-based restricted stock units with five-year performance period beginning September 13, 2026

St Denis PSU Grant 485,000 PSUs Performance-based restricted stock units with five-year performance period beginning September 13, 2026

PSU Stock Price Hurdle 1 $21.50 VWAP 30% of each PSU grant vests if volume weighted average stock price over any 60-trading-day period is at least $21.50

PSU Stock Price Hurdle 2 $41.00 VWAP An additional 30% of each PSU grant vests if VWAP over any 60-trading-day period is at least $41.00

PSU Stock Price Hurdle 3 $61.50 VWAP Remaining 40% of each PSU grant vests if VWAP over any 60-trading-day period is at least $61.50

McDonnell Option Grant Target Value $500,000 Target value of nonqualified employee stock options over CHESS Depositary Interests granted September 13, 2026

Key Terms

nonqualified stock options, performance-based restricted stock units, volume weighted average stock price, change in control, +2 more

6 terms

nonqualified stock options financial

"approved a contingent grant of 1,200,000 nonqualified employee stock options"

A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.

performance-based restricted stock units financial

"a one-time, contingent grant of 800,000 performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

volume weighted average stock price financial

"volume weighted average stock price over any 60-trading day period"

change in control financial

"In the event of a change in control during the vesting period"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

CHESS Depositary Interests financial

"nonqualified employee stock options (right to buy CHESS Depositary Interests"

CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.

clawback financial

"including the clawback and forfeiture provisions thereof"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new stock option grants did Anteris Technologies Global Corp. (AVR) approve for Wayne Paterson and David St Denis?

Anteris approved 1,200,000 nonqualified stock options for Wayne Paterson and 414,000 options for David St Denis, each with a grant date of September 13, 2026, an exercise price equal to fair market value on that date, and an expiration date of September 13, 2036.

How many performance-based restricted stock units (PSUs) did AVR grant to Wayne Paterson and David St Denis?

The company approved a one-time grant of 800,000 PSUs for Wayne Paterson and 485,000 PSUs for David St Denis, with a grant date of September 13, 2026 and vesting based on stock price performance over a five-year period.

What stock price hurdles apply to the AVR PSU grants for Paterson and St Denis?

The PSUs vest in tranches based on volume weighted average stock price: 30% vests at a VWAP of at least $21.50, another 30% at $41.00, and the remaining 40% at $61.50, measured over any 60-trading-day period during the five-year performance period.

Are the AVR equity awards contingent on stockholder approval?

Yes. The effectiveness of both the Contingent Option Grants and the PSU Grants for Wayne Paterson and David St Denis is explicitly contingent on and subject to stockholder approval, and they remain subject to the Equity Incentive Plan and applicable award agreements.

What equity grant did AVR approve for Matthew McDonnell and on what terms?

Anteris approved a nonqualified stock option grant to buy CHESS Depositary Interests for Matthew McDonnell with a target value of $500,000, a grant date of September 13, 2026, an exercise price equal to fair market value on that date, and an expiration date of September 13, 2036, vesting over three years.

How do change-in-control events affect the AVR equity awards described in this 8-K?

If a change in control occurs and awards are not replaced or continued, the options and PSUs described will generally fully vest. If they are replaced or continued but the holder is terminated without cause or resigns for good reason within 24 months, they also fully vest, subject to stock price hurdles for PSUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 05:00 PM Accepted by SEC EDGAR 09/17/2026 - 05:00 PM Learn about SEC filing dates

false0002011514NASDAQ00020115142026-09-122026-09-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2026

Anteris Technologies Global Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-42437	99-1407174
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Toowong Tower, Level 3, Suite 302 9 Sherwood Road Toowong, QLD Australia		4066
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +61 7 3152 3200

Not Applicable

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

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

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AVR		The Nasdaq Global Market

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

Emerging growth company ☒

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

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

Contingent Grant of Nonqualified Stock Options to Wayne Paterson and David St Denis

On September 12, 2026, Anteris Technologies Global Corp. (the “Company”) approved a contingent grant of 1,200,000 nonqualified employee stock options for Wayne Paterson (the “Paterson Option Grant”), and 414,000 nonqualified employee stock options for David St Denis (the “St Denis Option Grant”, and together with the Paterson Option Grant, the “Contingent Option Grants”), in each case with a grant date of September 13, 2026, an exercise price equal to the fair market value of a share of the Company’s common stock on the grant date, and an expiration date of September 13, 2036.  On September 12, 2026, the Company also approved award agreements under the Anteris Technologies Global Corp. Equity Incentive Plan (the “Equity Plan”) for purposes effectuating the Contingent Option Grants (such agreements, the “Option Agreements”).  The Contingent Option Grants will be subject at all times to the terms of the applicable Option Agreement and the Equity Plan, including the clawback and forfeiture provisions thereof, and any other clawback or forfeiture policies adopted by the Company from time to time.  The effectiveness of the Contingent Option Grants is contingent on and subject to stockholder approval.

Pursuant to the Option Agreements, each Contingent Option Grant will generally vest and become exercisable in substantially equal installments on each of the first four anniversaries of the grant date, in each case subject to the holder remaining in the continuous employment of the Company or its subsidiaries.

Pursuant to the Option Agreements, if the holder’s employment terminates due to death or permanent disability during the vesting period, the holder’s Contingent Option Grant will vest in full.  With respect to the Paterson Option Grant, if Mr. Paterson’s employment is terminated by the Company without “cause” or by Mr. Paterson for “good reason” (in each case as defined in Mr. Paterson’s Option Agreement) during the vesting period, the Paterson Option Grant will vest on a pro-rata basis based on the number of days that have elapsed since the grant date until the date of such termination.  With respect to the St Denis Option Grant, if Mr. St Denis’ employment terminates for any reason other than death or disability during the vesting period, any portion of the St Denis Option Grant that is then unvested would be forfeited.

In the event of a change in control during the vesting period: (i) if the Contingent Option Grant is replaced or continued by the resulting entity, but the holder is terminated without cause or resigns for good reason during the 24-month period following such change in control, the Contingent Option Grant would fully vest; and (ii) if the Contingent Option Grant is not replaced or continued by the resulting entity, the Contingent Option Grant would fully vest in connection with such change in control.

Contingent Grant of Performance-Based Restricted Stock Units to Wayne Paterson and David St Denis

On September 12, 2026, the Company approved a one-time, contingent grant of 800,000 performance-based restricted stock units (“PSUs”) for Wayne Paterson (the “Paterson PSU Grant”) and 485,000 PSUs for David St Denis (the “St Denis PSU Grant”, and together with the Paterson PSU Grant, the “PSU Grants”), in each case with a grant date of September 13, 2026.  On September 12, 2026, the Company also approved a form award agreement for purposes effectuating the PSU Grants (the “Form PSU Agreement”).  The PSU Grants will be subject at all times to the terms of the Form PSU Agreement and the Equity Plan, including the clawback and forfeiture provisions thereof, and any other clawback or forfeiture policies adopted by the Company from time to time.  The effectiveness of the PSU Grants is contingent on and subject to stockholder approval.

Pursuant to the Form PSU Agreement, the PSUs will generally vest based upon the achievement of applicable stock price performance hurdles during a five-year performance period beginning on the grant date, subject to the holder remaining in the continuous employment of the Company or its subsidiaries during such time.  In general, 30% of each PSU Grant will vest if the Company’s volume weighted average stock price over any 60-trading day period during the performance period (“VWAP”) is at least $21.50, an additional 30% will vest if the VWAP is at least $41.00, and the remaining 40% will vest if the VWAP is at least $61.50.

If the holder’s employment terminates due to death or permanent disability during the performance period, and provided that the minimum stock price hurdle has been met, any then-outstanding PSUs would vest as of the date of such termination, based on the volume weighted average price of the Company’s Common Stock over the 60 trading days ending on the date of termination, and using linear interpolation between stock price hurdles.  In the event of a change in control during the vesting period, to the extent that the minimum stock price hurdle has been met, any then-outstanding PSUs will vest based on the applicable change in control price (determined in accordance with the terms of the Form PSU Agreement and the Equity Plan), using linear interpolation between stock price hurdles.  In the event of a termination for any other reason, any PSUs that have not yet vested would be forfeited.

Pursuant to the Form PSU Agreement, during the performance period, Messrs. Paterson and St Denis will be entitled to receive dividend equivalents credited in the form of additional PSUs (which will vest or be forfeited on the same basis as the PSUs to which they relate), to the extent cash dividends are paid to the Company’s stockholders generally.

Grant of Nonqualified Stock Options to Matthew McDonnell

On September 12, 2026, the Company approved and authorized a grant of nonqualified employee stock options (right to buy CHESS Depositary Interests (“CDIs”)) for Matthew McDonnell (the “McDonnell Option Grant”), with a target value of $500,000, a grant date of September 13, 2026, an exercise price equal to the fair market value of a CDI on the grant date, and an expiration date of September 13, 2036.  On September 12, 2026, the Company also approved a form award agreement for Australian-resident employees (the “Form Australian Option Agreement”) for purposes of effectuating the McDonnell Option Grant.  The McDonnell Option Grant will be subject at all times to the terms of the Form Australian Option Agreement and the Equity Plan, including the clawback and forfeiture provisions thereof, and any other clawback or forfeiture policies adopted by the Company from time to time.

Pursuant to the Form Australian Option Agreement, the CDIs subject to the McDonnell Option Grant will generally vest and become exercisable in substantially equal installments on each of the first three anniversaries of the grant date, in each case subject to Mr. McDonnell remaining in the continuous employment of the Company or its subsidiaries.  Pursuant to the Form Australian Option Agreement, if Mr. McDonnell’s employment terminates due to death or permanent disability during the vesting period, the McDonnell Option Grant will vest in full.  If his employment terminates for any other reason, any portion of the McDonnell Option Grant that has not yet vested will be forfeited.

If a change in control occurs during the vesting period: (i) if the McDonnell Option Grant is replaced by the resulting entity, but Mr. McDonnell is terminated without cause during the 24-month period following such change in control, the McDonnell Option Grant would fully vest; and (ii) if the McDonnell Option Grant is not replaced or continued by the resulting entity, the McDonnell Option Grant would fully vest in connection with such change in control.

SIGNATURES

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

	Anteris Technologies Global Corp.
Date: September 17, 2026	By:	/s/ Wayne Paterson
		Name: Wayne Paterson
		Title: Vice Chairman and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.2 KB