OBRIEN JAMES MICHAEL 4

What Happened
James O'Brien, Chief Financial Officer of Mesoblast Ltd (MESO), was granted 650,000 derivative shares (reported as a grant/award) on December 23, 2025. The Form 4 lists the acquisition price as $0.00 (derivative), so no cash was paid at grant; no immediate sale was reported. The award's ultimate value and transferability depend on future vesting and any applicable exercise terms.

Key Details

• Transaction date: December 23, 2025 (grant); Form 4 filed July 9, 2026.
• Shares/units granted: 650,000; acquisition price reported as $0.00 (derivative).
• Shares owned after transaction: not specified in the Form 4.
• Footnotes: (F1) exercise price for options is denominated in Australian dollars; (F2) vesting is contingent on Mr. O'Brien achieving certain milestones.
• Timeliness: The Form 4 was filed more than six months after the grant date, which is later than the typical SEC two-business-day reporting expectation for insider transactions.

Context
This is a compensation award (performance/vesting-based derivative grant), not an open-market purchase or sale. Such grants are common for executives and only convert into realized value if vesting conditions are met (and, if options, if they are exercised). Because the filing reports a grant at $0 and vesting is milestone-dependent, it does not provide an immediate market-value signal.