Financial Analysis

19. COMMITMENTS AND CONTINGENCIES As of December 31, 2025 the Group had commitments to purchase $0.1 million of plant and equipment, as compared to $0.3 million at December 31, 2024. Anteris is involved in various ongoing proceedings arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters. Contingent liabilities The Group records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice.

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11. DEBT OBLIGATIONS Convertible Note Facility On October 31, 2024, ATPL entered into a secured convertible note facility (the Convertible Note Facility) with Obsidian Global Partners, LLC (Obsidian), which was assumed by the Company upon completion of the Scheme. Under the initial $5.0 million (A$7.5 million) drawdown, ATPL became obligated to issue 75,000 options or pay a fee of 3% of the AUD drawdown amount. On December 16, 2024, following the closing of the Companys IPO and the Scheme, Obsidian exercised its right to redeem the aggregate outstanding convertible notes for cash. On December 19, 2024, the Company paid Obsidian $5.7 million for the aggregate outstanding convertible notes and an additional $0.2 million in lieu of the options required to be issued in connection with the first drawdown. The Company recognized a loss on debt extinguishment in connection with the redemption. No convertible notes were outstanding under the Convertible Note Facility on December 31, 2024, and on February 18, 2025, the facility was terminated and the related security interest was released. Contractual obligations The Company had no significant financing arrangements outstanding as of December 31, 2025, or December 31, 2024. …

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NET SALES (in thousands) 2025 $ 2024 $ Net sales from contracts with customers, at a point in time ADAPT tissue products 1,913 2,703 Total net sales 1,913 2,703 …

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15. STOCK-BASED COMPENSATION The Company grants stock-based compensation to directors, executive officers, employees and other service providers under the ATGC Equity Incentive Plan (the Equity Plan) which was established in December 2024. Stock awards, including restricted stock, RSUs, cash incentive awards, performance shares, performance units (PSUs), and other equity-based awards may be granted under the Equity Plan. No further grants will be made under the incentive plans previously maintained by ATPL. As of December 31, 2025, 2,610,662 shares of Common Stock remained available for issuance under the Equity Plan as incentive stock options (ISO), subject to the ISO sublimit. On January 1, 2026, the Equity Plans share reserve increased by an additional 2,576,113 shares pursuant to the Equity Plans evergreen provision. Any references in the Equity Plan and this summary to shares of Common Stock may be read as a reference to a CDI or shares of Common Stock as the context reasonably requires. The Company issues new shares upon the vesting of equity awards and permits net share settlement to satisfy employee tax withholding obligations. Shares withheld to satisfy tax obligations are accounted for as share repurchases. (a) Stock-based compensation expense The following table presents the components and classification of stock-based compensation expense recognized for stock options, cash-settled stock-based payments rights (SPP rights), RSUs and shares of Common Stock issued to …

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12. FAIR VALUE MEASUREMENT The consolidated financial statements include financial instruments for which the fair value of such instruments may differ from the amounts reflected on a historical cost basis. Financial instruments consist of cash deposits, accounts and other receivables, accounts payable, accrued liabilities and debt obligations. The carrying value of these financial instruments generally approximates fair value due to their short-term nature. For the periods presented, the total balances of financial assets and liabilities measured or disclosed at fair value were not material to the consolidated financial statements. As such, management has concluded that detailed quantitative disclosures, including the fair value hierarchy table, are not necessary. The carrying amounts of the Companys remaining financial instruments approximate their fair values. …

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6. INCOME TAXES (a) Income tax (expense)/benefit No income tax (expense)/benefit has been recognized because the Group has historically incurred operating losses and maintains a valuation allowance against its deferred tax assets not supported by future reversals of existing taxable temporary differences. The components of the (loss)/income before income taxes from continuing operations, based on tax jurisdiction, are as follows: (in thousands) 2025 $ 2024 $ United States (86,847 ) (60,063 ) Australia (8,529 ) (17,060 ) Other international 1,151 1,156 (Loss)/income before income taxes from continuing operations (94,225 ) (75,967 ) (b) Deferred Tax Assets and Liabilities Deferred taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and income tax purposes. The significant components of the net deferred tax asset (liability) shown on the Consolidated Balance Sheets are as follows: (in thousands) 2025 $ 2024 $ Deferred tax assets Accrued and other liabilities 1,489 2,153 Share issue costs 600 301 Intangible assets 245 272 Other capitalized costs - 144 Stock-based payments 4,534 3,350 Operating lease liabilities 634 346 Capitalized R&D 16,098 10,364 Tax credit carryforwards 1,327 1,232 Operating loss carryforwards 63,229 39,841 Total deferred tax assets 88,156 58,003 Deferred tax liabilities Plant and equipment (3 ) (14 ) Operating lease ROU assets (562 ) (226 ) Accounts receivable from customers, net of allow …

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8. LEASES The Groups lease agreements include leases accounted for as operating leases and those accounted for as finance leases. This note provides information for leases where the Group is a lessee. The Group leases laboratory facilities and offices through operating leases. These leases typically include lease options to renew the lease at which time the lease payments are renegotiated or adjusted to reflect pre-agreed charges or market rentals. Extension and termination options are included in a number of the property leases to allow for flexibility in terms of corporate growth and managing the assets used in the Groups operations. The Group leases IT equipment through finance leases with contract terms of 2-3 years. In order to extend the leases, both parties must agree. Finance lease ROU assets are included in plant and equipment, net and finance lease liabilities are included in current debt obligations and long-term debt on the consolidated balance sheets. The ROU assets, lease liabilities, lease costs, cash flows, and lease maturities associated with the Groups finance leases were not material to the consolidated financial statements for fiscal years 2025 and 2024. The table below discloses the balance sheet information relating to the Groups operating leases: (in thousands) Balance sheet Classification 2025 $ 2024 $ ROU assets Operating lease ROU assets 1,995 1,085 Current liability Current Operating lease liabilities 566 747 Non-current liability Non-current Operat …

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(x) Recently Adopted Accounting Standard In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. This ASU was effective January 1, 2025 for entities applying the EGC extended transition period (i.e., non-PBE effective dates). The adoption of ASU 2022-03 on January 1, 2025 did not materially impact the fair value measurement of our existing equity securities.

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18. RELATED PARTY TRANSACTIONS Parent entities The accounting parent entity of the Group is ATPL. The legal parent entity within the Group is ATGC. Subsidiaries The Company provides financial support to its subsidiaries from time to time when required, including letters of support. The Group continues to consolidate v2vmedtech. The Group acquired a 30% interest of v2vmedtech in 2023 and accounts for this interest as a variable interest entity for which the Company is the primary beneficiary (see Note 16 Variable Interest Entity ). There were no material changes in the Companys ownership interests in subsidiaries during the year ended December 31, 2025. …

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4. NET SALES (in thousands) 2025 $ 2024 $ Net sales from contracts with customers, at a point in time ADAPT tissue products 1,913 2,703 Total net sales 1,913 2,703 …

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20. SEGMENT REPORTING (a) Description of segments Segment information is presented using a management approach, meaning that segment information is provided on the same basis as information is used for internal reporting purposes by the CODM which is the Vice Chairman and Chief Executive Officer, who makes key strategic decisions. The CODM is responsible for the allocation of resources and assessing the performance of the Group. Management has determined that the activities of the business as reviewed by the CODM are one segment, being the development and commercialization of the ADAPT anti-calcification tissue. This is focused on the DurAVR THV System. (b) Segment information The revenue and cost information relating to all of the ADAPT products including both the DurAVR THV System and regenerative tissue products are regularly reviewed by the CODM on an aggregate basis. The CODM assesses performance and allocates resources based on the Companys consolidated statements of operations and key components and processes of the Companys operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. As a single reportable segment entity, the Companys segment performance measure is net income/(loss). (in thousands) 2025 $ 2024 $ Net sales from external customers 1,913 2,703 Depreciation & amortization (1,661 ) (1,507 ) Interest income 711 430 Interest expense (73 ) (47 ) Other segment items (95,115 ) (77,546 ) Segment net loss (94,225 …

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). These policies have been consistently applied to all the years presented, unless otherwise stated. Unless noted otherwise, all dollar amounts are in thousands of United States dollars (U.S. dollars or $). Some amounts may not reconcile due to rounding. For the year ended December 31, 2024, the consolidated financial statements reflect the consolidated results of operations, comprehensive loss, cash flows, and changes in equity of ATPL and its wholly-owned subsidiaries for the period of January 1, 2024 up to December 16, 2024, the closing date of the reverse recapitalization (the Closing Date), and the consolidated results of operations, comprehensive income/(loss), cash flows, and changes in stockholders equity of ATGC and its consolidated subsidiaries, including ATPL, for the period of December 16, 2024 through December 31, 2024. The consolidated balance sheet at December 31, 2024 presents the financial condition of the Company and its consolidated subsidiaries, including ATPL. In accordance with ASC 805, Business Combinations , ATPLs historical equity has been retrospectively restated for all periods up to the Closing Date to reflect the number of shares of Common Stock issued to legacy ATPL shareholders in connection with the reverse recapital …

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13. EQUITY (a) Share Capital The Companys authorized share capital consists of 400,000,000 shares of Common Stock, par value $0.0001 per share, and 40,000,000 shares of preferred stock, par value $0.0001 per share (preferred stock). Stockholders of the Company hold either Common Stock or a CHESS Depositary Interest (CDI). CDIs confer the beneficial ownership of the Companys Common Stock on each CDI holder, with the legal title to such securities held by an Australian depositary entity, CHESS Depositary Nominees Pty Limited (the Depositary Nominee), which is a wholly-owned subsidiary of ASX Limited, being the operator of the ASX. The Depositary Nominee will be the registered holder of those shares of our Common Stock held for the benefit of the holders of CDIs. The Company has never declared or paid any cash dividends on its capital stock and does not anticipate paying any cash dividends in the foreseeable future. (b) Movements in Common Stock During the year ended December 31, 2025, the Company issued shares of Common Stock in connection with the following transactions: In January 2025, in connection with the Companys IPO which closed on December 16, 2024, TD Cowen, Barclays and Cantor (in their capacity as the underwriters representatives in the IPO) partially exercised the over-allotment option granted by the Company, pursuant to which the Company issued and sold an additional 78,481 shares of Common Stock at the purchase price of $6.00 per share for incremental gross proce …

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23. SUBSEQUENT EVENTS Management has evaluated the impact of subsequent events through to February 25, 2026. 2026 Public Offering On January 22, 2026, the Company completed an underwritten public offering (the 2026 Public Offering) of 40,000,000 shares of its Common Stock, which included the full exercise of the underwriters option to purchase additional shares, at a public offering price of $5.75 per share. The 2026 Public Offering generated gross proceeds of approximately $230.0 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The 2026 Public Offering was made pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-292565), which was previously filed with the Securities and Exchange Commission (the SEC) and declared effective on January 8, 2026, and a prospectus supplement dated January 20, 2026. Medtronic Private Placement On January 20, 2026, the Company entered into a stock purchase agreement with Covidien Group S.a r.l. (Covidien), a wholly owned subsidiary of Medtronic plc (together with Covidien, Medtronic), pursuant to which the Company issued and sold to Medtronic 15,652,173 shares of Common Stock at a purchase price of $5.75 per share (the Medtronic Private Placement). The Medtronic Private Placement closed on January 22, 2026, immediately after the completion of the 2026 Public Offering, and generated gross proceeds of approximately $90.0 million, before deducting placement agent fe …

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