SEC 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* Itescu Silviu (Last) (First) (Middle) LEVEL 38 55 COLLINS STREET (Street) MELBOURNE, VICTORIA C3 3000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2026	3. Issuer Name and Ticker or Trading Symbol MESOBLAST LTD [ MESO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) CEO and Managing Director	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) 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	67,756,838	D
Ordinary Shares	8,821,137	I	Owned by Josaka Investments Pty Ltd, the trustee of Dr. Itescu's self-managed superannuation fund
Ordinary Shares	2,380,953	I	Owned by Tamit Nominees Pty Ltd, an Australian corporation owned by Dr. Itescu

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	(1)	07/19/2026	Ordinary Shares	673,333	1.45	D
Option (right to buy)	(2)	08/25/2032	Ordinary Shares	75,600	2.46	D
Option (right to buy)	(3)	09/07/2028	Ordinary Shares	930,000	1.75	D
Option (right to buy)	(4)	10/16/2029	Ordinary Shares	1,395,000	1.01	D
Option (right to buy)	(5)	10/15/2030	Ordinary Shares	806,666	0.35	D
Option (right to buy)	(6)	08/26/2031	Ordinary Shares	2,072,000	0.97	D
Option (right to buy)	(7)	08/25/2032	Ordinary Shares	1,950,000	2.46	D

Explanation of Responses:

1. Granted on July 20, 2019. Vesting is dependent on Mr. Itescu achieving certain milestones.

2. Granted on August 26, 2025. These options will vest on August 26, 2026.

3. Granted on September 8, 2021. Vesting is dependent on Mr. Itescu achieving certain milestones.

4. Granted on October 17, 2022. Vesting is dependent on Mr. Itescu achieving certain milestones.

5. Granted on October 16, 2023. Vesting is dependent on Mr. Itescu achieving certain milestones.

6. Granted on August 27, 2024. Vesting is dependent on Mr. Itescu achieving certain milestones.

7. Granted on August 26, 2025. Vesting is dependent on Mr. Itescu achieving certain milestones.

Remarks:

1. All exercise prices are in Australian dollars.

	/s/ Silviu Itescu	04/01/2026
	** 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).
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