SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KRAUSE PHILIP R.

(Last)

(First)

(Middle)

LEVEL 38

55 COLLINS STREET

(Street)

MELBOURNE, VICTORIA

3000

(City)

(State)

(Zip)

AUSTRALIA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
MESOBLAST LTD [ MESO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares⁽¹⁾	287,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	05/23/2023	05/22/2029	Ordinary Shares	66,667	$0.99	D
Option (right to buy)	05/23/2024	05/22/2029	Ordinary Shares	66,667	$0.99	D
Option (right to buy)	10/24/2024	10/23/2030	Ordinary Shares	328,333	$0.37	D
Option (right to buy)	03/11/2025	03/10/2031	Ordinary Shares	180,000	$0.32	D
Option (right to buy)	05/23/2025	05/22/2029	Ordinary Shares	66,666	$0.99	D
Option (right to buy)	08/27/2025	08/26/2031	Ordinary Shares	261,667	$0.97	D
Option (right to buy)	10/24/2025	10/23/2030	Ordinary Shares	328,333	$0.37	D
Option (right to buy)	03/11/2026	03/10/2031	Ordinary Shares	180,000	$0.32	D
Option (right to buy)	⁽²⁾	08/26/2031	Ordinary Shares	523,333	$0.97	D
Option (right to buy)	⁽³⁾	10/23/2030	Ordinary Shares	328,334	$0.37	D
Option (right to buy)	⁽⁴⁾	03/10/2031	Ordinary Shares	180,000	$0.32	D

Explanation of Responses:

1. Such Ordinary Shares are represented by American Depositary Shares.

2. Granted on August 27, 2024. 261,667 options will vest on August 27, 2026 and 261,666 options will vest on August 27, 2027.

3. Granted on October 24, 2023. Such options will vest on October 24, 2026.

4. Granted on March 11, 2024. Such options will vest on March 11, 2027.

Remarks:

1. All exercise prices are in Australian dollars.

	/s/ Philip R Krause	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Krause Philip R.