Scholar Rock (SRRK) CFO executes 10,410-share tax sell-to-cover after RSU vesting

Rhea-AI Filing Summary

Scholar Rock Holding Corp's Chief Financial Officer Vikas Sinha reported an open-market sale of 10,410 shares of common stock at an average price of $49.5745 per share on April 16, 2026. According to the footnotes, this sale was required solely to cover tax withholding obligations tied to restricted stock units that vested on April 15, 2026, under the company’s equity incentive plans and was not a discretionary trade.

After this transaction, Sinha’s reported equity position totals 619,856 equity-linked interests, consisting of 47,835 shares of common stock, 122,021 time-based RSUs, and 450,000 RSUs subject to performance- and time-based vesting conditions. The RSU awards referenced in the transaction were granted on April 27, 2025 and vest annually over four years, contingent on continued service.

Insider Trade Summary

Net Seller: 10,410 shares ($516,071)

Net Sell 1 txn

Insider Sinha Vikas

Role Chief Financial Officer

Sold 10,410 shs ($516K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,410	$49.5745	$516K

Holdings After Transaction: Common Stock — 619,856 shares (Direct, null)

Footnotes (1)

1. Represents the number of shares required to be sold by the reporting person to cover the tax withholding obligation in connection with the vesting of restricted stock units ("RSUs") on April 15, 2026. This sale is mandated by the Issuer's election under its equity incentive plans to require the reporting person to fund this tax withholding obligation by completing a "sell to cover" transaction with a brokerage firm designated by the Issuer. This sale does not represent a discretionary trade by the reporting person. The shares vested pursuant to awards that were granted on April 27, 2025. Each RSU represents the contingent right to receive upon vesting of the RSU, one share of the Issuer's common stock. The shares subject to these RSU awards vest annually over four years, subject to a continued service relationship with the Issuer on the applicable vesting date. Consists of 47,835 shares of common stock, 122,021 RSUs subject to time-based vesting conditions and 450,000 RSUs subject to performance- and time-based vesting conditions.

Key Figures

Shares sold: 10,410 shares Sale price per share: $49.5745 per share Post-transaction holdings: 619,856 equity-linked interests +4 more

7 metrics

Shares sold 10,410 shares Open-market sale on April 16, 2026 to cover tax withholding

Sale price per share $49.5745 per share Average price for the 10,410-share tax-related sale

Post-transaction holdings 619,856 equity-linked interests Total position following the sale

Common shares held 47,835 shares Portion of post-transaction holdings in common stock

Time-based RSUs 122,021 RSUs RSUs subject to time-based vesting conditions

Performance/time-based RSUs 450,000 RSUs RSUs subject to performance- and time-based vesting

RSU grant date April 27, 2025 Grant date for RSUs that vest over four years

Key Terms

restricted stock units ("RSUs"), sell to cover, equity incentive plans, performance- and time-based vesting conditions

4 terms

restricted stock units ("RSUs") financial

"Represents the number of shares required to be sold by the reporting person to cover the tax withholding obligation in connection with the vesting of restricted stock units ("RSUs") on April 15, 2026."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

"require the reporting person to fund this tax withholding obligation by completing a "sell to cover" transaction with a brokerage firm designated by the Issuer."

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plans financial

"This sale is mandated by the Issuer's election under its equity incentive plans to require the reporting person to fund this tax withholding obligation"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

performance- and time-based vesting conditions financial

"450,000 RSUs subject to performance- and time-based vesting conditions."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sinha Vikas

(Last) (First) (Middle)

301 BINNEY STREET

(Street)

CAMBRIDGE MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Scholar Rock Holding Corp [ SRRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/16/2026		S		10,410(1)	D	$49.5745	619,856(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares required to be sold by the reporting person to cover the tax withholding obligation in connection with the vesting of restricted stock units ("RSUs") on April 15, 2026. This sale is mandated by the Issuer's election under its equity incentive plans to require the reporting person to fund this tax withholding obligation by completing a "sell to cover" transaction with a brokerage firm designated by the Issuer. This sale does not represent a discretionary trade by the reporting person. The shares vested pursuant to awards that were granted on April 27, 2025. Each RSU represents the contingent right to receive upon vesting of the RSU, one share of the Issuer's common stock. The shares subject to these RSU awards vest annually over four years, subject to a continued service relationship with the Issuer on the applicable vesting date.

2. Consists of 47,835 shares of common stock, 122,021 RSUs subject to time-based vesting conditions and 450,000 RSUs subject to performance- and time-based vesting conditions.

	/s/ Junlin Ho, Attorney-in-Fact for Vikas Sinha	04/20/2026
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Scholar Rock (SRRK) CFO Vikas Sinha report in this Form 4?

CFO Vikas Sinha reported selling 10,410 shares of Scholar Rock common stock at $49.5745 per share. The shares were sold to satisfy tax withholding obligations from vested restricted stock units rather than as a discretionary portfolio decision.

Why did Scholar Rock (SRRK) CFO’s 10,410-share sale occur?

The 10,410-share sale was executed to cover tax withholding obligations triggered by RSUs vesting on April 15, 2026. The company’s equity plans require a mandated “sell to cover” transaction through a designated broker, so this was not a voluntary timing decision by the CFO.

How many Scholar Rock (SRRK) shares does the CFO hold after this transaction?

Following the tax-related sale, CFO Vikas Sinha’s reported equity position totals 619,856 equity-linked interests. This includes 47,835 common shares plus 122,021 time-based RSUs and 450,000 performance- and time-based RSUs, all subject to their respective vesting conditions.

What are the key details of the RSUs involved for Scholar Rock (SRRK) CFO?

The RSUs were granted on April 27, 2025 and vest annually over four years, contingent on continued service. Each RSU delivers one share of Scholar Rock common stock upon vesting, and the April 15, 2026 vesting triggered the related tax withholding sale.

Does this Scholar Rock (SRRK) Form 4 indicate a discretionary sale by the CFO?

The filing states the sale does not represent a discretionary trade by the CFO. It was mandated under the company’s equity incentive plans as a “sell to cover” transaction to fund required tax withholding on vested RSUs.