Mesoblast Limited (MESO) reports shareholder-approved option grants to directors

Rhea-AI Filing Summary

Mesoblast Limited furnished a Form 6-K summarizing Australian Securities Exchange disclosures about director equity awards and other unquoted securities. The filing attaches Appendix 3Y notices showing option grants, with no cash consideration, to multiple directors following shareholder approval at the 2025 annual general meeting.

Chief Executive Officer Dr Silviu Itescu received 2,025,600 new options, increasing his option holdings to 18,475,158 while his 78,958,928 ordinary shares were unchanged. Director Dr Eric Rose received 820,000 options, bringing his total to 6,413,451 options with 6,749,274 ordinary shares unchanged. Director Gregory George received 200,000 options to acquire ordinary shares under the employee share option plan. Director Lyn Cobley received 200,000 options, adding to her existing direct and indirect shareholdings. The 6-K also forwards an Appendix 3G notice on unquoted equity securities.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of March 2026

Commission File Number 001-37626

Mesoblast Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Australia
(Jurisdiction of incorporation or organization)

Silviu Itescu

Chief Executive Officer and Executive Director

Level 38

55 Collins Street

Melbourne 3000

Australia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F ☑ Form 40-F ☐

INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K

On March 20, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, change of director’s interest notice (Appendix 3Y) which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On March 20, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, notification of issue, conversion or payment up of unquoted equity securities (Appendix 3G) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

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, thereunto duly organized.

Mesoblast Limited

/s/ Niva Sivakumar

Niva Sivakumar

Company Secretary

Dated: March 23, 2026

INDEX TO EXHIBITS

Item
99.1						Appendix 3Y of Mesoblast Ltd, dated March 20, 2026.
99.2						Appendix 3G of Mesoblast Ltd, dated March 20, 2026.

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Mesoblast Limited ABN 68 109 431 870 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Dr Silviu Itescu Date of last notice 8 April 2025 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Date of change 17 March 2026 No. of securities held prior to change 78,958,928 ordinary shares, held as follows: • Direct: 67,756,838 ordinary shares; and • Indirect: 11,202,090 ordinary shares 16,449,558 options Class Options Number acquired 2,025,600 options Number disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation Nil Exhibit 99.1

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 No. of securities held after change 78,958,928 ordinary shares, held as follows: • Direct: 67,756,838 ordinary shares; and • Indirect: 11,202,090 ordinary shares 18,475,158 options Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Issue of options with approval by shareholders at the 2025 AGM Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract Not applicable Nature of interest Not applicable Name of registered holder (if issued securities) Not applicable Date of change Not applicable No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Not applicable Interest acquired Not applicable Interest disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Not applicable Interest after change Not applicable Part 3 – +Closed period Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? No If so, was prior written clearance provided to allow the trade to proceed during this period? Not applicable

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 If prior written clearance was provided, on what date was this provided? Not applicable

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Mesoblast Limited ABN 68 109 431 870 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Dr Eric Rose Date of last notice 13 January 2026 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Date of change 18 March 2026 No. of securities held prior to change 6,749,274 ordinary shares (including 71,472 ADS) 5,593,451 options Class Options Number acquired 820,000 options Number disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation Nil No. of securities held after change 6,749,274 ordinary shares (including 71,472 ADS) 6,413,451 options

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Issue of options with approval by shareholders at the 2025 AGM Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract Not applicable Nature of interest Not applicable Name of registered holder (if issued securities) Not applicable Date of change Not applicable No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Not applicable Interest acquired Not applicable Interest disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Not applicable Interest after change Not applicable Part 3 – +Closed period Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? No If so, was prior written clearance provided to allow the trade to proceed during this period? Not applicable If prior written clearance was provided, on what date was this provided? Not applicable

Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity MESOBLAST LIMITED ABN 68 109 431 870 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Gregory George Date of last notice 12 March 2026 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct and indirect Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. JP Morgan Nominees Australia Pty Limited (Interest in ordinary shares held in the form of American Depositary Shares (“ADS”) held by custodian JP Morgan Nominees Australia Pty Limited.) Each ADS represents a beneficial interest in 10 ordinary shares. Certain shares and ADSs held by G to the Fourth Investments, LLC (“G4”) which is controlled by Gregory George. Certain ADSs held by James George and Grant George, who have given power of attorney to Gregory George in respect of those ADSs. Date of change 16 March 2026 No. of securities held prior to change Direct 5 ordinary shares 12,829,328 ADSs. 200,000 warrants convertible into ADS. 1,600,000 warrants to acquire ordinary shares (or the applicable number of ADS at the holder’s election). Indirect 5,644,192 ordinary shares. 14,415,410 ADS. 6,830,602 warrants to acquire ordinary shares

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2 3464-3366-6889, v. 1 Class See above Number acquired 200,000 options to acquire ordinary shares Number disposed Nil Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation Nil No. of securities held after change Direct 5 ordinary shares 12,829,328 ADSs. 200,000 warrants convertible into ADS. 1,600,000 warrants to acquire ordinary shares (or the applicable number of ADS at the holder’s election) 200,000 options to acquire ordinary shares Indirect 5,644,192 ordinary shares 14,415,410 ADS 6,830,602 warrants to acquire ordinary shares Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Options issued in accordance with the Company’s Employee Share Option Plan and approved at the Company’s 2025 AGM. Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 3464-3366-6889, v. 1 Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change Part 3 – +Closed period Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? No If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Rule 3.19A.2 Appendix 3Y Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Mesoblast Limited ABN 68 109 431 870 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Lyn Cobley Date of last notice 12 January 2026 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Date of change 18 March 2026 No. of securities held prior to change 30,000 ordinary shares, held directly 33,000 ordinary shares, held indirectly Class Options Number acquired 200,000 options Number disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation Nil No. of securities held after change Direct 30,000 ordinary shares 200,000 options Indirect 33,000 ordinary shares

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Issue of options with approval by shareholders at the 2025 AGM Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract Not applicable Nature of interest Not applicable Name of registered holder (if issued securities) Not applicable Date of change Not applicable No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Not applicable Interest acquired Not applicable Interest disposed Not applicable Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Not applicable Interest after change Not applicable Part 3 – +Closed period Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? No If so, was prior written clearance provided to allow the trade to proceed during this period? Not applicable If prior written clearance was provided, on what date was this provided? Not applicable

Exhibit 99.2

FAQ

What does Mesoblast Limited (MESO) report in this March 2026 Form 6-K?

Mesoblast Limited reports that it has filed Australian Securities Exchange notices covering director equity changes and unquoted securities. The Form 6-K attaches Appendix 3Y director interest changes and an Appendix 3G notification of new, converted or paid-up unquoted equity securities.

Which Mesoblast (MESO) directors received new options in the March 2026 disclosures?

The disclosures show options issued to Dr Silviu Itescu, Dr Eric Rose, Gregory George and Lyn Cobley. All grants were approved by shareholders at the company’s 2025 annual general meeting and were provided for nil cash consideration according to the attached Appendix 3Y notices.

How did Dr Silviu Itescu’s Mesoblast (MESO) holdings change in the Appendix 3Y?

Dr Silviu Itescu’s ordinary shareholding remained 78,958,928 shares, split between direct and indirect holdings. He acquired 2,025,600 additional options, increasing his options from 16,449,558 to 18,475,158, through an issue of options approved by shareholders at the 2025 annual general meeting.

What equity position is reported for Mesoblast (MESO) director Dr Eric Rose?

Dr Eric Rose continues to hold 6,749,274 ordinary shares, including 71,472 American Depositary Shares. His options increased from 5,593,451 to 6,413,451 after receiving 820,000 new options issued with shareholder approval at the 2025 Mesoblast annual general meeting.

What does the Appendix 3Y say about Mesoblast (MESO) director Gregory George’s interests?

Gregory George holds direct and indirect interests in ordinary shares, ADSs and warrants, including holdings via entities and family members. He acquired 200,000 options to acquire ordinary shares under the company’s Employee Share Option Plan, as approved at the 2025 annual general meeting.

How did Mesoblast (MESO) director Lyn Cobley’s interests change in March 2026?

Lyn Cobley’s direct and indirect ordinary shareholdings of 63,000 shares in total remained unchanged. She received 200,000 options for nil consideration, issued with shareholder approval at the 2025 annual general meeting, resulting in 30,000 shares and 200,000 options held directly plus 33,000 shares indirectly.

What is Mesoblast (MESO) Appendix 3G mentioned in the Form 6-K?

Appendix 3G is a notification to the Australian Securities Exchange about the issue, conversion or payment up of unquoted equity securities. Mesoblast’s Form 6-K states that this Appendix 3G, dated 20 March 2026, is attached as Exhibit 99.2 and incorporated by reference.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 17.7 KB
• EX-99.2 EX-99.2 2.1 KB