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 allowances		-			(48	)
Prepaid expenses		(86	)		(52	)
Intercompany loans		(754	)		(2,939	)
Other		-			(182	)
Total deferred tax liabilities		(1,405	)		(3,461	)
Total net deferred tax assets (prior to valuation allowance)		86,751			54,542
Valuation allowance		(86,751	)		(54,542	)
Net deferred tax assets		-			-

The valuation allowance of $86.8 million as of December 31, 2025 and $54.5 million as of December 31, 2024 reduces deferred tax assets to amounts that are more likely than not to be realized. This allowance primarily relates to the net operating loss carryforwards of the Group as management does not believe that it is more likely than not that these net operating losses will be utilized. The increase in the valuation allowance is primarily related to the additional net operating losses and capitalized R&D recorded during the fiscal year.

The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits would be applied directly to contributed capital was $2.4 million as of December 31, 2025 and $2.1 million as of December 31, 2024.

Information about net operating and capital loss carryforwards at December 31, 2025 is summarized as follows:


(in thousands)	$
Australian net operating and capital loss carryforwards		74,477
United States federal net operating loss carryforwards		158,831
United States state net operating loss carryforwards		140,291
Other net operating loss carryforwards		3,720
Total		377,319

Included within the Australian carryforwards disclosed above, the Australian tax consolidated group has $4.4 million of transferred losses at December 31, 2025, which are subject to loss recoupment testing and their available fraction which limits the annual rate at which the loss carryforwards may be claimed by the parent entity.

The Group’s operating loss carryforwards are subject to examination by taxing authorities specific to each jurisdiction in which they were incurred and the filing and finalization of income tax returns. The actual operating loss carryforwards available on filing of these returns may be different. The operating loss carryforwards may not be realizable in whole or in part due to the generation of significant future income being dependent on obtaining the necessary regulatory approvals, which are not in place as of December 31, 2025.

At December 31, 2025, the Company had $377.3 million of operating loss carryforwards in the United States, Australia and other international jurisdictions, of which up to $228.1 million carryforward indefinitely, with the remaining $149.2 million due to expire during fiscal years 2026 through to 2045 if not used.

An analysis of potential restrictions on our ability to utilize loss carryforwards and other income tax attributes has been performed as of December 31, 2025. No changes in ownership were identified for either the United States or Australia, therefore no restrictions on our ability to utilize our carryforwards or other income tax attributes are believed to exist as of December 31, 2025.

Following the capital raises in January 2026 (refer to Note 23 Subsequent Events for further details), further analysis of the carryforwards and other income tax attributes is being performed. If we determine we had a change in ownership it would subject the carryforwards in ATGC to a limitation under Section 382 of the Internal Revenue Code. Aggregate U.S. federal and state deferred tax assets for carryforwards attributable to ATGC are $25.6 million. No changes in ownership have been identified in Australia as a result of the equity financings completed subsequent to year-end.

On December 30, 2025, Anteris Technologies Pty Ltd, Anteris Aus Operations Pty Ltd (both Australian entities) and Anteris Corporation Ltd entered into an agreement to transfer intellectual property from Australia to the U.S., subject to the satisfaction of certain conditions precedent. If these are met, we expect some or all Australian operating loss carryforwards would be utilized to cover any capital gain arising from the transfer in the 2025 tax year.

The Group files income tax returns in a number of jurisdictions including the United States, Australia, Switzerland and Singapore. Income tax returns for all wholly-owned subsidiaries have been filed for the period ended December 31, 2024. With limited exceptions, all years prior to 2021 in Australia and 2022 in the United States are no longer subject to examination by taxing authorities.

Operating loss carryforwards

The net operating and capital loss carryforwards, including the year they are scheduled to expire, are set out below:


Financial Year Ending December 31: (in thousands)	$
2026		12
2027		1,549
2028		1,028
2029		17
2030		13
2031		88
2032		172
2033		310
2034		2,307
2035		6,012
2036		14,933
2037 through 2045		122,777
Indefinite		228,101
Total		377,319

(d)

Tax credit carryforwards

As of December 31, 2025, the Company had tax credit carryforwards of $1.327 million, comprising Australian research expenditure tax credits. These tax credit carryforwards are available to be carried forward indefinitely and do not expire.

(e)

Effective income tax rate varied from the parent’s statutory income tax rate

The Company’s reported income tax expense varied from the amount of income tax expense that would result from applying the statutory income tax rate of the parent entity, the income tax rate of the parent entity’s country of domicile. The reconciliation of the U.S. federal income tax benefit at the statutory federal income tax rate of 21% for each of the years ended December 31, 2025 and December 31, 2024, respectively, to our reported income tax expense/(benefit) are as follows (in thousands of dollars):

(in thousands)	2025 $			2024 $
Statutory income tax rate of the parent entity		21	%		21	%
Domicile of parent		USA			USA
Income tax (benefit) at the statutory income tax rate		(19,787	)		(15,953	)
Increase / (decrease) in income tax expense resulting from:
Non-deductible other expenses		631			1,045
Non-deductible stock-based payments		140			244
Non-assessable income		(154	)		(273	)
Non-deductible R&D expenditure		58			573
Foreign statutory income tax rate differential		(313	)		(682	)
U.S. state income taxes, before valuation allowance		(8,355	)		(7,632	)
Other		(358	)		744
Change in valuation allowance		28,138			21,934
Reported income tax expense		-			-

The Company is an emerging growth company and is not currently subject to the disclosure requirements under ASU 2023-09. The Company has not adopted the standard as of the year ended December 31, 2025.

About Income Taxes Disclosures

The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.

Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.

Anteris Technologies Global Corp. Income Taxes Disclosure

About Income Taxes Disclosures

Other Available Disclosures