Scholar Rock Reports New Employee Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Key Terms

inducement equity awards financial

Inducement equity awards are stock-based grants—such as shares or options—given to newly hired employees or executives as a hiring incentive, often issued outside a company’s standard long-term compensation plan. They matter to investors because they dilute existing ownership, create a charge against earnings, and align new hires’ pay with company performance; think of it as giving a slice of the pie upfront to convince someone to join, which changes each owner’s share and incentives.

stock options financial

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Nasdaq Listing Rule 5635(c)(4) regulatory

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

exercise price financial

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

inducement restricted stock units financial

Inducement restricted stock units are stock-based signing bonuses given to new hires as a hiring incentive, where the award converts to company shares only after the employee meets time or performance conditions. Think of it as a paid-up-front promise of company stock that is earned over time like a bonus that vests. Investors care because these grants dilute existing ownership, create a recurring personnel cost, and are intended to align new managers’ interests with company performance.

2022 Inducement Equity Plan financial

A 2022 inducement equity plan is a company program created in 2022 to grant stock or stock-based awards as hiring incentives for new employees or executives. Think of it as a signing bonus paid in company shares instead of cash; it aims to attract talent and align their interests with shareholders. Investors care because these awards create extra shares or future claims on earnings, which can dilute existing ownership and affect reported profits as a compensation expense.

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Scholar Rock (NASDAQ: SRRK; the “Company”), today announced that the company granted inducement equity awards covering an aggregate of 7,800 shares of its common stock to two newly hired employees, consisting of inducement stock options to purchase an aggregate of 4,457 shares of common stock and inducement restricted stock units, covering an aggregate of 3,343 shares of its common stock.

The awards are subject to all terms and conditions and other provisions set forth in the Company’s 2022 Inducement Equity Plan (the “Plan”) and the award agreements thereunder.

The Plan, initially adopted by the Company’s board of directors on June 16, 2022, and as amended from time to time, is used exclusively for the grant of equity awards to individuals who were not previously employees of Scholar Rock, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with Scholar Rock, pursuant to Nasdaq Listing Rule 5635(c)(4).

The inducement stock options have an exercise price of $45.25, which is equal to the closing price of Scholar Rock’s common stock on December 8, 2025. The inducement stock options will vest with respect to 25% of the shares of common stock underlying the award on the first anniversary of each employee’s start date, and the remaining 75% of the shares of common stock underlying the inducement stock options will vest in 12 equal quarterly installments thereafter. Vesting for the inducement restricted stock units will be in four equal annual installments. All vesting related to inducement awards is subject to the employees’ continuing service at the Company through the applicable vesting date.

About Scholar Rock

Scholar Rock is a late-stage biopharmaceutical company focused on developing and commercializing apitegromab for children and adults with spinal muscular atrophy (SMA) and other rare, severe, and debilitating neuromuscular diseases. As a global leader in myostatin biology, a field focused on proteins that regulate muscle mass, the biopharmaceutical company is named for the visual resemblance of a scholar rock to protein structures. Our commitment to unlock fundamentally different treatment approaches is powered by broad application of a proprietary platform, which has developed novel monoclonal antibodies to modulate protein growth factors with extraordinary selectivity. Scholar Rock works every day to create new possibilities for patients through its highly innovative anti-myostatin program, including opportunities in additional rare neuromuscular diseases. Learn more at ScholarRock.com and follow @ScholarRock on X and on LinkedIn.

Scholar Rock® is a registered trademark of Scholar Rock, Inc.

Availability of Other Information About Scholar Rock

Investors and others should note that we communicate with our investors and the public using our company website www.scholarrock.com, including, but not limited to, company disclosures, investor presentations and FAQs, Securities and Exchange Commission filings, press releases, public conference call transcripts and webcast transcripts, as well as on X (formerly known as Twitter) and LinkedIn. The information that we post on our website or on X (formerly known as Twitter) or LinkedIn could be deemed to be material information. As a result, we encourage investors, the media and others interested to review the information that we post there on a regular basis. The contents of our website or social media shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251212601401/en/

Scholar Rock

Investors

Laura Ekas, Ph.D.

ir@scholarrock.com

917-439-0374

Media

Molly MacLeod

media@scholarrock.com

802-579-5995

Source: Scholar Rock