6-K - MESO - Equibles

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 January 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 January 15, 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 99.1, and is incorporated herein by reference.

On January 15, 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 99.2, 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/ Niva Sivakumar
Niva Sivakumar
Company Secretary

Dated: January 16, 2026

INDEX TO EXHIBITS

Item
99.1	Appendix 3H of Mesoblast Ltd, dated January 15, 2026.
99.2	Appendix 3G of Mesoblast Ltd, dated January 15, 2026.

exhibit991appendix3h3g

Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 1 / 4 Announcement Summary Entity name MESOBLAST LIMITED Announcement Type New announcement Date of this announcement Thursday January 15, 2026 Details of +securities that have ceased ASX +security code Security description Number of +securities that have ceased The +securities have ceased due to Date of cessation MSBAI OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 1,300,333 Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied 19/12/2025 MSBAI OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 150,000 Expiry of option or other convertible security without exercise or conversion 29/11/2025 Refer to next page for full details of the announcement

Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 2 / 4 Part 1 - Announcement Details 1.1 Name of +Entity MESOBLAST LIMITED We (the entity named above) provide the following information about our issued capital. 1.2 Registered Number Type ABN Registration Number 68109431870 1.3 ASX issuer code MSB 1.4 The announcement is 1.5 Date of this announcement 15/1/2026 New announcement

Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 3 / 4 Part 2 - Details of +equity securities or +debt securities that have ceased ASX +Security Code and Description MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES Unquoted +equity securities that have ceased Number of securities that have ceased 1,300,333 Reason for cessation Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied Date of cessation 19/12/2025 Is the entity paying any consideration for the cessation? Any other information the entity wishes to notify to ASX about the cessation? ASX +Security Code and Description MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES Unquoted +equity securities that have ceased Number of securities that have ceased 150,000 Reason for cessation Expiry of option or other convertible security without exercise or conversion Date of cessation 29/11/2025 Is the entity paying any consideration for the cessation? Any other information the entity wishes to notify to ASX about the cessation? No No

Appendix 3H - Notification of cessation of securities Appendix 3H - Notification of cessation of securities 4 / 4 Part 3 - Issued capital following changes Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise: The figures in parts 3.1 and 3.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing. 3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX) ASX +security code and description Total number of +securities on issue MSB : ORDINARY FULLY PAID 1,290,302,187 3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 79,812,236 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAB : WARRANTS 3 2,000,000 Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.

exhibit992appendix3h3g

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 1 / 6 Announcement Summary Entity name MESOBLAST LIMITED Date of this announcement Thursday January 15, 2026 The +securities the subject of this notification are: Total number of +securities to be issued/transferred ASX +security code Security description Total number of +securities to be issued/transferred Issue date MSBAI OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 6,385,000 16/10/2025 Refer to next page for full details of the announcement +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of entity MESOBLAST LIMITED We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type ABN Registration number 68109431870 1.3 ASX issuer code MSB 1.4 The announcement is 1.5 Date of this announcement 15/1/2026 New announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 3 / 6 Part 2 - Issue details 2.1 The +securities the subject of this notification are: 2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which: has an existing ASX security code ("existing class") +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 4 / 6 Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B ASX +security code and description MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES Date the +securities the subject of this notification were issued 16/10/2025 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Were any of the +securities issued to +key management personnel (KMP) or an +associate? Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to Item 9 in Notice of Meeting released 27 October 2025 https://announcements.asx.com.au/asxpdf/20251027/pdf/06r26qhbgf417f.pdf Any other information the entity wishes to provide about the +securities the subject of this notification Annual long-term incentive component of total compensation package for 71 non-KMP Mesoblast personnel Issue details Number of +securities 6,385,000 No Yes

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 5 / 6 Part 4 - +Securities on issue Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise: The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing. 4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX) ASX +security code and description Total number of +securities on issue MSB : ORDINARY FULLY PAID 1,290,302,187 4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue MSBAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES 87,647,569 MSBAA : WARRANTS 2 2,000,000 MSBAO : WARRANTS 15,027,327 MSBAP : ADS WARRANTS 884,838 MSBAB : WARRANTS 3 2,000,000

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 6 / 6 Part 5 - Other Listing Rule requirements 5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? 5.1a Select the number of the applicable exception in Listing Rule 7.2 13 Yes