Mesoblast director William Burns to retire in 2026

Mesoblast plans to recruit directors with U.S. and global commercial expertise in the biotechnology and pharmaceutical sectors.

Available on EDGAR 11/03/2026 - 06:03 AM EST Accepted by SEC EDGAR 11/02/2026 - 08:18 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Mesoblast Limited announced board changes, including William Burns’s planned retirement at the Company’s 2026 Annual General Meeting after 12 years on the Board. Jane Bell AM, who has been co-chair of the Nomination and Remuneration Committee with Burns since April 2026, will take over as chair. Dr Philip Krause ceased to be a director on October 31, 2026, after serving since 2022; the company said he provided regulatory and clinical development expertise as a board member and consultant.

Mesoblast plans to recruit and appoint new directors with U.S. and global commercial expertise in the biotechnology and pharmaceutical sectors. Krause’s final director interest notice lists 28,750 American Depository Shares and 3,385,000 options among securities for which he was the registered holder. Chair Philip Facchina described Mesoblast as a revenue-generating commercial enterprise following Ryoncil’s launch in the United States.

Key Figures

Registered American Depository Shares: 28,750 American Depository Shares Registered options: 3,385,000 options Director cessation date: October 31, 2026 +2 more

5 metrics

Registered American Depository Shares 28,750 American Depository Shares Listed in Philip R. Krause’s final director interest notice.

Registered options 3,385,000 options Listed in Philip R. Krause’s final director interest notice.

Director cessation date October 31, 2026 Date Philip R. Krause ceased to be a director.

Board service 12 years William Burns’s service before his planned retirement at the 2026 Annual General Meeting.

Committee co-chair start April 2026 Jane Bell AM and William Burns began serving as co-chairs of the Nomination and Remuneration Committee.

Key Terms

American Depository Shares, allogeneic, mesenchymal stromal cell (MSC) therapy, steroid-refractory acute graft versus host disease (SR-aGvHD)

4 terms

American Depository Shares financial

"28,750 American Depository Shares"

American depository shares are U.S.-listed securities that stand in for a foreign company’s ordinary shares, held by a U.S. bank which issues the ADS so investors can trade the foreign stock in U.S. dollars and on U.S. exchanges. Think of them like a locally wrapped version of a foreign product—easier to buy and sell at home—but they still carry risks from currency differences, foreign rules and potential limits on voting rights, so they affect access, liquidity and investment risk.

allogeneic medical

"allogeneic (off-the-shelf) cellular medicines"

Allogeneic describes a process or material involving different individuals of the same species, such as cells, tissues, or organs donated from one person to another. It is important to investors because products or treatments based on allogeneic sources can enable scalable, off-the-shelf solutions, potentially reducing costs and increasing accessibility in healthcare and biotech industries.

mesenchymal stromal cell (MSC) therapy medical

"the first FDA-approved mesenchymal stromal cell (MSC) therapy"

steroid-refractory acute graft versus host disease (SR-aGvHD) medical

"steroid-refractory acute graft versus host disease (SR-aGvHD) in pediatric patients"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will William Burns retire from Mesoblast’s board?

William Burns is to retire at Mesoblast’s 2026 Annual General Meeting. He has served on the Board for 12 years. Jane Bell AM will take over as chair of the Nomination and Remuneration Committee, which she has co-chaired with Burns since April 2026.

What securities did Mesoblast director Philip R. Krause report?

Philip R. Krause’s final director interest notice lists 28,750 American Depository Shares and 3,385,000 options for which he was the registered holder. The notice states he ceased to be a director on October 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 November 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 November 2, 2026, Mesoblast Limited filed with the Australian Securities Exchange a Final Director’s Interest Notice (Appendix 3Z), which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On November 2, 2026, Mesoblast Limited filed with the Australian Securities Exchange a new release announcement, 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/ Paul Hughes

Paul Hughes

Company Secretary

Dated: November 2, 2026

INDEX TO EXHIBITS

Item
99.1						Appendix 3Z of Mesoblast Ltd, dated November 2, 2026.
99.2						Press release of Mesoblast Ltd, dated November 2, 2026.

Appendix 3Z Final Director’s Interest Notice + See chapter 19 for defined terms. 11/3/2002 Appendix 3Z Page 1 Rule 3.19A.3 Appendix 3Z Final 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 30/9/2001. Name of entity Mesoblast Limited ABN 68 109 431 870 We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of director Philip R. Krause Date of last notice 24 August 2026 Date that director ceased to be director 31 October 2026 Part 1 – Director’s relevant interests in securities of which the director is the registered holder 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. Number & class of securities 28,750 American Depository Shares 3,385,000 options Exhibit 99.1

Appendix 3Z Final Director’s Interest Notice + See chapter 19 for defined terms. Appendix 3Z Page 2 11/3/2002 Part 2 – Director’s relevant interests in securities of which the director is not the registered holder 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. In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest Number & class of securities Part 3 – Director’s interests in contracts Detail of contract Nature of interest Name of registered holder (if issued securities) No. and class of securities to which interest relates

MESOBLAST BOARD CHANGES New York, USA: November 1 and Melbourne, Australia: November 2, 2026: Mesoblast Limited (ASX:MSB; Nasdaq:MESO), global leader in allogeneic cellular medicines for inflammatory diseases, today announced rotational changes and retirement of certain members of its Board, and reiterated its intention to add new members with the requisite global commercial experience in the biopharmaceutical sector in line with its next phase of commercial delivery and growth. After 12 years of serving on the Board since 2014, Mr William Burns will retire from the Board at the Company’s 2026 Annual General Meeting. Ms Jane Bell AM will take over as Chair of the Nomination and Remuneration Committee, having been co-Chair with Mr Burns since April 2026. The Board recognizes the contribution by Mr Burns to the Company’s strategic direction and corporate governance. Dr Philip Krause will also retire from the Board, after having been a director since 2022. Dr Krause has provided regulatory and clinical development expertise as a Board member and consultant to Mesoblast after a long career at the U.S. Food and Drug Administration (FDA). The Board recognizes his significant contribution to activities by the Mesoblast team which advanced Ryoncil® (remestemcel-L-rknd) to FDA approval. Chair Mr Philip Facchina said, “On behalf of the Board, I wish to thank Mr Burns for his broad contributions spanning more than a decade and Dr Krause for his significant contribution to Mesoblast as a director. The Company is now a revenue-generating commercial enterprise following the successful launch of RYONCIL in the United States. In line with this, we plan to recruit and appoint new directors with U.S. and global commercial expertise in the biotechnology and pharmaceutical sectors.” About Mesoblast Mesoblast (the Company) is a world leader in developing allogeneic (off-the-shelf) cellular medicines for the treatment of severe and life-threatening inflammatory conditions. The therapies from the Company’s proprietary mesenchymal lineage cell therapy technology platform respond to severe inflammation by releasing anti-inflammatory factors that counter and modulate multiple effector arms of the immune system, resulting in significant reduction of the damaging inflammatory process. Mesoblast’s Ryoncil® (remestemcel-L-rknd) for the treatment of steroid-refractory acute graft versus host disease (SR-aGvHD) in pediatric patients 2 months and older is the first FDA-approved mesenchymal stromal cell (MSC) therapy. Please see the full Prescribing Information at www.ryoncil.com. Mesoblast is committed to developing additional cell therapies for distinct indications based on its remestemcel-L and rexlemestrocel-L allogeneic stromal cell technology platforms. Ryoncil® is being developed for additional inflammatory diseases including SR-aGvHD in adults and biologic-resistant inflammatory bowel disease. Rexlemestrocel-L is being developed for heart failure and chronic low back pain. The Company has established commercial partnerships in Japan, Europe and China. About Mesoblast intellectual property: Mesoblast has a strong and extensive global intellectual property portfolio, with over 1,000 granted patents or patent applications covering mesenchymal stromal cell compositions of matter, methods of manufacturing and indications. These granted patents and patent applications provide commercial protection extending through to at least 2044 in all major markets. About Mesoblast manufacturing: The Company’s proprietary manufacturing processes yield industrial-scale, cryopreserved, off-the-shelf, cellular medicines. These cell therapies, with defined pharmaceutical release criteria, are planned to be readily available to patients worldwide. Exhibit 99.2

Mesoblast has locations in Australia, the United States and Singapore and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). For more information, please see www.mesoblast.com, LinkedIn: Mesoblast Limited and X: @Mesoblast Forward-Looking Statements This press release includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements should not be read as a guarantee of future performance or results, and actual results may differ from the results anticipated in these forward-looking statements, and the differences may be material and adverse. Forward-looking statements include, but are not limited to, statements about: the initiation, timing, progress and results of Mesoblast’s preclinical and clinical studies, and Mesoblast’s research and development programs; Mesoblast’s ability to advance product candidates into, enroll and successfully complete, clinical studies, including multi-national clinical trials; Mesoblast’s ability to advance its manufacturing capabilities; the timing or likelihood of regulatory filings and approvals, manufacturing activities and product marketing activities, if any; the commercialization of Mesoblast’s RYONCIL for pediatric SR-aGVHD and any other product candidates, if approved; regulatory or public perceptions and market acceptance surrounding the use of stem-cell based therapies; the potential for Mesoblast’s product candidates, if any are approved, to be withdrawn from the market due to patient adverse events or deaths; the potential benefits of strategic collaboration agreements and Mesoblast’s ability to enter into and maintain established strategic collaborations; Mesoblast’s ability to establish and maintain intellectual property on its product candidates and Mesoblast’s ability to successfully defend these in cases of alleged infringement; the scope of protection Mesoblast is able to establish and maintain for intellectual property rights covering its product candidates and technology; estimates of Mesoblast’s expenses, future revenues, capital requirements and its needs for additional financing; Mesoblast’s financial performance; developments relating to Mesoblast’s competitors and industry; and the pricing and reimbursement of Mesoblast’s product candidates, if approved. You should read this press release together with our risk factors, in our most recently filed reports with the SEC or on our website. Uncertainties and risks that may cause Mesoblast’s actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, and accordingly, you should not place undue reliance on these forward-looking statements. We do not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Release authorized by the Chief Executive. For more information, please contact: Corporate Communications / Investors Paul Hughes T: +61 3 9639 6036 Media – Global Media – Australia Rubenstein BlueDot Media Caroline Nelson Steve Dabkowski T: +1 703 489 3037 T: +61 419 880 486 E: cnelson@rubenstein.com E: steve@bluedot.net.au

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 3.2 KB
• EX-99.2 EX-99.2 8.5 KB