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Director-linked buying boosts Mesoblast (NASDAQ: MESO) indirect holdings

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Form Type
6-K

Rhea-AI Filing Summary

Mesoblast Limited furnished a Form 6-K that forwards several Australian Securities Exchange appendices on new equity issues and changes in securities, including a detailed change of director’s interest notice for Gregory George.

The notice shows an increase in his indirect holdings after on-market purchases by related holders. These trades added 70,000 American Depositary Shares (ADS), with each ADS representing 10 ordinary shares, and 7,210,962 ordinary shares. The filing states total cash consideration of US$11,429,969.84 for the ADS and ordinary shares purchased. Following the transactions, his indirect interests rose to 12,855,154 ordinary shares, 14,485,410 ADS, and 6,830,602 warrants to acquire ordinary shares, while his direct positions were unchanged.

Positive

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Negative

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Insights

Director-linked on-market buying increases indirect Mesoblast exposure.

The Form 6-K highlights ASX disclosures, most notably a change of interest notice for director Gregory George. Indirect holdings associated with him increased through on-market purchases by James George and Grant George in ADS and ordinary shares.

The filing reports acquisitions of 70,000 ADS and 7,210,962 ordinary shares for total cash consideration of US$11,429,969.84. Direct holdings, including existing ADS, options and warrants, were unchanged, so the shift occurs in the indirect layer of his economic exposure.

From a governance perspective, this represents additional aligned ownership rather than dilution or disposal. The transactions are described as on-market purchases and were not executed during a +closed period, and no changes to contracts or derivatives are reported in the excerpt.

ADS acquired 70,000 ADS On-market purchases linked to director Gregory George
Ordinary shares acquired 7,210,962 ordinary shares On-market purchases by James George and Grant George
Total purchase consideration US$11,429,969.84 Cash paid for ADS and ordinary shares purchased
Indirect ordinary shares after change 12,855,154 ordinary shares Indirect holdings associated with Gregory George post-transaction
Indirect ADS after change 14,485,410 ADS Indirect ADS position associated with Gregory George
Indirect warrants after change 6,830,602 warrants Warrants to acquire ordinary shares held indirectly
ADS structure 1 ADS = 10 ordinary shares Representation of beneficial interest per ADS
American Depositary Shares financial
"Interest in ordinary shares held in the form of American Depositary Shares (“ADS”) held by custodian"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Appendix 3Y regulatory
"Appendix 3Y Change of Director’s Interest Notice"
+closed period regulatory
"Were the interests in the securities or contracts detailed above traded during a +closed period"
on market purchases financial
"On market purchases by James George of 70,000 ADS and 4,886,890 ordinary shares"
warrants to acquire ordinary shares financial
"6,830,602 warrants to acquire ordinary shares"
Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 April 16, 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 April 16, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, notification of cessation of securities (Appendix 3H) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
On April 16, 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 99.3, and is incorporated herein by reference.
On April 16, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, application for quotation of securities (Appendix 2A) which is attached hereto as Exhibit 99.4, and is incorporated herein by reference.
On April 16, 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 99.5, 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: April 17, 2026


INDEX TO EXHIBITS
Item
 99.1
Appendix 3Y of Mesoblast Ltd, dated April 16, 2026.
 99.2
Appendix 3H of Mesoblast Ltd, dated April 16, 2026.
 99.3
Appendix 3G of Mesoblast Ltd, dated April 16, 2026.
 99.4
Appendix 2A of Mesoblast Ltd, dated April 16, 2026.
 99.5
Appendix 3G of Mesoblast Ltd, dated April 16, 2026.




Gregory George 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 20 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 9 and 10 April 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). 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 Exhibit 99.1

 

Appendix 3Y Change of Director’s Interest Notice + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2 3437-3947-1947, v. 1 Class See above Number acquired 70,000 ADS, each representing 10 ordinary shares; and 7,210,962 ordinary shares Number disposed Nil Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation US$11,429,969.84 for the ADS and ordinary shares purchased 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 12,855,154 ordinary shares. 14,485,410 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 by James George of 70,000 ADS and 4,886,890 ordinary shares, and by Grant George of 2,324,072 ordinary 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 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 3437-3947-1947, 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?

 

Exhibit 99.2

 

 

 

 

Exhibit 99.3

 

 

 

 

 

Exhibit 99.4

 

 

 

 

 

 

 

Exhibit 99.5

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What does Mesoblast (MESO) report in its latest Form 6-K?

Mesoblast’s Form 6-K forwards several Australian Securities Exchange appendices on new equity issues and security changes. It notably includes an Appendix 3Y showing director Gregory George’s increased indirect holdings through on-market purchases of ADS and ordinary shares by related holders.

What was the total consideration for the Mesoblast (MESO) share purchases?

The filing states total cash consideration of US$11,429,969.84 for the ADS and ordinary shares purchased. This figure covers the on-market transactions by James George and Grant George that increased director Gregory George’s indirect interests in Mesoblast securities.

Did Mesoblast (MESO) director Gregory George change his direct holdings?

According to the notice, Gregory George’s direct holdings remained the same, including 5 ordinary shares, 12,829,328 ADS, and various warrants and options. The reported changes relate to his indirect interests through entities and relatives, which increased after on-market share purchases.

What are Mesoblast (MESO) director Gregory George’s indirect holdings after the transactions?

After the reported trades, his indirect interests comprise 12,855,154 ordinary shares, 14,485,410 ADS, and 6,830,602 warrants to acquire ordinary shares. These positions are held via custodians, an investment entity he controls, and relatives who granted him power of attorney.

Were the Mesoblast (MESO) trades conducted during a closed period?

The Appendix 3Y explicitly states the interests detailed were not traded during a +closed period requiring prior written clearance. This indicates the on-market purchases occurred outside restricted trading windows typically applied to directors and related parties.

Filing Exhibits & Attachments

5 documents

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