Business Context and Reporting Period
This Form 8-K filing by Anteris Technologies Global Corp. (Nasdaq: AVR) reports on events occurring on September 12, 2026. The company, incorporated in Delaware with principal executive offices in Toowong, Australia, is classified as an emerging growth company. The filing details the approval of significant equity compensation awards for key executives, contingent upon stockholder approval.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes and Executive Compensation
The Company approved the following contingent equity grants effective September 13, 2026, subject to stockholder approval:
- Wayne Paterson (Vice Chairman and CEO):
- Stock Options: 1,200,000 nonqualified options with a 10-year term. Vesting occurs in four equal annual installments, subject to continuous employment. Pro-rata vesting applies if terminated without cause or for good reason.
- Performance-Based RSUs (PSUs): 800,000 PSUs with a 5-year performance period. Vesting is tied to Volume Weighted Average Price (VWAP) hurdles: 30% at $21.50, 30% at $41.00, and 40% at $61.50.
- David St Denis:
- Stock Options: 414,000 nonqualified options with a 10-year term. Vesting occurs in four equal annual installments. Unvested options are forfeited upon termination for reasons other than death or disability.
- Performance-Based RSUs (PSUs): 485,000 PSUs with the same 5-year performance period and VWAP hurdles as Mr. Paterson.
- Matthew McDonnell:
- Stock Options (CDIs): Grant of nonqualified options for CHESS Depositary Interests (CDIs) with a target value of $500,000. Vesting occurs in three equal annual installments. Unvested options are forfeited upon termination for reasons other than death or disability.
All grants include standard change-in-control provisions, generally resulting in full vesting if the awards are not assumed by the successor entity or if the executive is terminated without cause within 24 months of a change in control.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business operations. The primary contingency noted is that the effectiveness of the Paterson and St Denis grants is contingent on stockholder approval. Additionally, all awards are subject to clawback and forfeiture provisions under the Company's Equity Incentive Plan.
Investor Verification Checklist
- Verify the outcome of the required stockholder vote to approve the contingent grants for Wayne Paterson and David St Denis.
- Confirm the fair market value of the Company's common stock and CDIs on the grant date (September 13, 2026) to determine the exercise prices.
- Monitor the Company's stock price performance against the specific VWAP hurdles ($21.50, $41.00, $61.50) over the next five years to assess PSU vesting potential.
- Review the Company's Equity Incentive Plan for specific definitions of "cause," "good reason," and change-in-control events.