Mesoblast (MEOBF) director Gregory George adds US$16.4M in shares and ADS

Rhea-AI Filing Summary

Mesoblast Limited reported a change in director Gregory George’s holdings following on-market purchases of its securities in early March 2026. Across 3–6 March 2026, he acquired 5,644,192 ordinary shares and 542,633 American Depositary Shares (ADS) for total consideration of US$16,370,330.90.

Each ADS represents a beneficial interest in 10 ordinary shares. George’s interests are held both directly and indirectly, including through JP Morgan Nominees Australia Pty Limited and G to the Fourth Investments, LLC, as well as ADSs where family members have granted him power of attorney.

After these transactions, his direct holdings remain at 5 ordinary shares, 12,829,328 ADSs, 200,000 warrants convertible into ADS, and 1,600,000 warrants to acquire ordinary shares. Indirectly, he now holds 5,644,192 ordinary shares, 14,415,410 ADSs, and 6,830,602 warrants to acquire ordinary shares.

Insights

Equity capital markets analyst

Large on-market insider purchases increase Gregory George’s economic exposure to Mesoblast.

Director Gregory George executed sizeable on-market purchases of 5,644,192 ordinary shares and 542,633 ADS between 3–6 March 2026, paying an aggregate US$16,370,330.90. These trades expand his economic exposure across both ordinary shares and ADSs.

The filing clarifies that holdings are split between direct ownership, entities such as G to the Fourth Investments, LLC, and ADSs where relatives granted him power of attorney. This structure affects how voting and economic interests are aggregated but does not change the total exposure reported.

Some ordinary shares previously held by G4 were converted into ADSs at the standard ratio of one ADS representing 10 ordinary shares, which left the underlying share interest unchanged. Future company disclosures may provide additional context on how these holdings evolve within Mesoblast’s broader capital structure.

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 12, 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.

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 12, 2026

INDEX TO EXHIBITS

Item
99.1						Appendix 3Y of Mesoblast Ltd, dated March 12, 2026.

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 6 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 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 3, 4, 5 and 6 March 2026

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2 3461-0347-7320, v. 2 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 9,640,077 ordinary shares. 12,908,777 ADS. 6,830,602 warrants to acquire ordinary shares. Class See above Number acquired 5,644,192 ordinary shares 542,633 ADS Number disposed Nil Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation US$16,370,330.90 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). 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 On market purchases of shares and ADS. Certain ordinary shares held by G4 at the date of the previous Appendix 3Y have since been converted into the applicable number of ADS without changing the director’s relevant interest in underlying shares. 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

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 3461-0347-7320, v. 2 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 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?

FAQ

What insider transactions did Mesoblast (MEOBF) disclose in this 6-K?

Mesoblast disclosed that director Gregory George made on-market purchases of 5,644,192 ordinary shares and 542,633 ADS between 3 and 6 March 2026, for total cash consideration of US$16,370,330.90, increasing his overall economic interest in the company.

How many Mesoblast ordinary shares and ADS does Gregory George hold after the March 2026 trades?

After the trades, Gregory George’s direct holdings remain 5 ordinary shares and 12,829,328 ADS, plus related warrants. Indirectly he holds 5,644,192 ordinary shares, 14,415,410 ADS, and 6,830,602 warrants to acquire ordinary shares, reflecting the newly acquired securities.

What price did Mesoblast director Gregory George pay for his March 2026 purchases?

The filing shows total consideration of US$16,370,330.90 for the 5,644,192 ordinary shares and 542,633 ADS purchased on market. While individual trade prices are not detailed, the aggregate amount highlights a substantial cash outlay to increase his Mesoblast exposure.

How are Mesoblast ADS related to ordinary shares in Gregory George’s holdings?

Each Mesoblast American Depositary Share (ADS) represents a beneficial interest in 10 ordinary shares. The notice explains that certain ordinary shares previously held by G to the Fourth Investments, LLC were converted into the applicable number of ADS without altering the underlying share interest.

Through which entities does Mesoblast director Gregory George hold his indirect interests?

Indirect holdings are held through JP Morgan Nominees Australia Pty Limited for ADS and shares, G to the Fourth Investments, LLC controlled by Gregory George, and ADS positions held by James and Grant George, who granted him power of attorney over those ADS holdings.

Were Mesoblast director Gregory George’s March 2026 trades made during a closed period?

The notice states the interests were not traded during a closed period where prior written clearance would have been required. As a result, no disclosure is made regarding any special clearances for these March 2026 on-market purchases.

Filing Exhibits & Attachments

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