Sec Form 3 Filing - ROSE ERIC ALLEN @ MESOBLAST LTD - 2026-03-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ROSE ERIC ALLEN 2. Issuer Name and Ticker or Trading Symbol MESOBLAST LTD [ MESO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer,Director (Last) (First) (Middle) LEVEL 38, 55 COLLINS STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2026 (Street) MELBOURNE, VICTORIA3000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 6,034,554 D Ordinary Shares ( 1 ) 714,720 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 1.81 11/17/2020 11/17/2026 Ordinary Shares 33,333 D Option (right to buy) $ 1.81 11/17/2021 11/17/2026 Ordinary Shares 33,333 D Option (right to buy) $ 1.81 11/17/2022 11/17/2026 Ordinary Shares 33,334 D Option (right to buy) $ 1.01 10/17/2023 10/16/2029 Ordinary Shares 716,667 D Option (right to buy) $ 0.36 04/12/2024 10/11/2030 Ordinary Shares 406,922 D Option (right to buy) $ 0.36 07/12/2024 10/11/2030 Ordinary Shares 406,922 D Option (right to buy) $ 0.36 10/12/2024 10/11/2030 Ordinary Shares 406,921 D Option (right to buy) $ 0.35 10/16/2024 10/15/2030 Ordinary Shares 148,000 D Option (right to buy) $ 1.01 10/17/2024 10/16/2029 Ordinary Shares 716,667 D Option (right to buy) $ 0.97 02/27/2025 08/26/2031 Ordinary Shares 145,562 D Option (right to buy) $ 0.97 05/27/2025 08/26/2031 Ordinary Shares 145,562 D Option (right to buy) $ 0.97 08/27/2025 08/26/2031 Ordinary Shares 460,896 D Option (right to buy) $ 1.01 10/17/2025 10/16/2029 Ordinary Shares 716,666 D Option (right to buy) $ 0.35 ( 2 ) 10/15/2030 Ordinary Shares 592,000 D Option (right to buy) $ 0.97 ( 3 ) 08/26/2031 Ordinary Shares 630,666 D Option (right to buy) $ 2.46 ( 4 ) 08/25/2032 Ordinary Shares 820,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSE ERIC ALLEN LEVEL 38 55 COLLINS STREET MELBOURNE, VICTORIA3000 X Chief Medical Officer,Director Signatures /s/ Eric Allen Rose 03/18/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Such Ordinary Shares are represented by American Depositary Shares. ( 2 )Granted on October 16, 2023. Vesting is dependent on Mr. Rose achieving certain milestones. ( 3 )Granted on August 27, 2024. Vesting is dependent on Mr. Rose achieving certain milestones. ( 4 )Granted on August 26, 2025. Vesting is dependent on Mr. Rose achieving certain milestones.

Remarks: 1. All exercise prices are in Australian dollars.

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 4(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.