[8-K] Scholar Rock Holding Corp Reports Material Event

Rhea-AI Filing Summary

Scholar Rock Holding Corporation announced it filed a prospectus supplement for its at-the-market offering program, permitting the offer and sale, from time to time at its sole discretion, of additional shares of common stock with an aggregate offering price of up to $200,000,000. Sales will be conducted through Jefferies LLC as sales agent under the company’s automatically effective shelf registration statement on Form S-3ASR.

Offerings of these shares will be made only by means of the prospectus supplement and the base prospectus. The company also filed a legal opinion from Goodwin Procter LLP as an exhibit. This update provides ongoing access to equity capital via an established ATM facility, allowing the company to sell small amounts of stock into the market as conditions permit.

false 0001727196 0001727196 2025-11-14 2025-11-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): November 14, 2025

Scholar Rock Holding Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware	001-38501	82-3750435
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
301 Binney Street, 3rd Floor, Cambridge, MA 02142
(Address of Principal Executive Offices) (Zip Code)

(857) 259-3860

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SRRK	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

As previously disclosed, Scholar Rock Holding Corporation (the “Company”) entered into an Open Market Sale Agreement^SM, dated November 14, 2022 with Jefferies LLC (“Jefferies”) relating to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (“Common Stock”) through Jefferies as sales agent (the “ATM Program”).

On November 14, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) under the Company’s previously filed shelf registration statement on Form S-3ASR (File No. 333-282530) filed by the Company with the SEC on October 7, 2024, which became effective automatically upon filing (the “Registration Statement”). The Prospectus Supplement relates to the offer and sale from time to time at its sole discretion through Jefferies, as its sales agent, additional shares of Common Stock having an aggregate offering price of up to $200,000,000 (the “Shares”).

Goodwin Procter LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Shares described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
5.1*		Opinion of Goodwin Procter LLP
23.1*		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

	Scholar Rock Holding Corporation
Date: November 14, 2025	By:	/s/ Junlin Ho
		Junlin Ho
		General Counsel & Corporate Secretary

FAQ

What did Scholar Rock (SRRK) announce in this 8-K?

It filed a prospectus supplement for its at-the-market program to sell up to $200,000,000 of common stock through Jefferies LLC as sales agent.

How much common stock can SRRK sell under the updated ATM?

The prospectus supplement covers an aggregate offering price of up to $200,000,000.

What registration statement covers the ATM sales for SRRK?

Sales are registered under the company’s shelf registration statement on Form S-3ASR.

Who is the sales agent for SRRK’s ATM program?

Jefferies LLC is the sales agent for the at-the-market offering program.

How will the ATM shares be offered?

Shares may be offered and sold from time to time at the company’s sole discretion, only by means of the prospectus supplement and base prospectus.

Was a legal opinion filed with this update?

Yes. A legal opinion from Goodwin Procter LLP was filed as an exhibit.