Scholar Rock (SRRK) COO awarded 47,021 RSUs, now holds 630,275 units

Rhea-AI Filing Summary

Woods Keith reported acquisition or exercise transactions in this Form 4 filing.

Scholar Rock Holding Corp’s Chief Operating Officer Keith Woods was awarded 47,021 shares of common stock in the form of restricted stock units on February 9, 2026 at a grant price of $0.00. These RSUs vest in four equal annual installments starting January 15, 2027, as long as he remains in service.

After this award, Woods beneficially owns 630,275 equity interests, consisting of 33,254 shares of common stock, 147,021 time-based RSUs, and 450,000 RSUs subject to both performance and time-based vesting conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Woods Keith

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	47,021	$0.00	--

Holdings After Transaction: Common Stock — 630,275 shares (Direct)

Footnotes (1)

1. Represents restricted stock units ("RSUs") subject to time-based vesting conditions. 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 this RSU vest in four annual installments over four years, with the first annual installment to vest on January 15, 2027 and each additional installment to vest annually thereafter; provided the reporting person continues to have a service relationship with the Issuer on each such vesting date. Consists of 33,254 shares of common stock, 147,021 RSUs subject to time-based vesting conditions and 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^*

Woods Keith

(Last) (First) (Middle)

301 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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

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

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

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	02/09/2026		A		47,021(1)	A	$0.00	630,275(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 restricted stock units ("RSUs") subject to time-based vesting conditions. 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 this RSU vest in four annual installments over four years, with the first annual installment to vest on January 15, 2027 and each additional installment to vest annually thereafter; provided the reporting person continues to have a service relationship with the Issuer on each such vesting date.

2. Consists of 33,254 shares of common stock, 147,021 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 Keith Woods	02/11/2026
	** 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.

FAQ

What insider transaction did SRRK’s COO report on this Form 4?

Scholar Rock COO Keith Woods reported an award of 47,021 restricted stock units (RSUs) on February 9, 2026 at a grant price of $0.00. This reflects a non-cash equity grant classified as a grant, award, or other acquisition under transaction code A.

How do Keith Woods’ new RSUs at Scholar Rock vest over time?

The 47,021 RSUs vest in four equal annual installments over four years. The first installment vests on January 15, 2027, with additional installments vesting annually thereafter, provided Woods continues his service relationship with Scholar Rock on each vesting date.

How many Scholar Rock equity interests does Keith Woods now beneficially own?

Following this award, Keith Woods beneficially owns 630,275 equity interests in Scholar Rock. This includes 33,254 shares of common stock, 147,021 time-based RSUs, and 450,000 RSUs subject to both performance-based and time-based vesting conditions, all held as direct ownership.

What is the nature of the 47,021 RSUs granted to SRRK’s COO?

The 47,021 units are restricted stock units subject to time-based vesting conditions. Each RSU represents the contingent right to receive one share of Scholar Rock common stock upon vesting, assuming the COO maintains an ongoing service relationship through the specified vesting dates.

Does Keith Woods’ Form 4 show a purchase or a grant of SRRK stock?

The Form 4 discloses a grant or award, not an open-market purchase. Transaction code A identifies the event as a grant, award, or other acquisition of 47,021 RSUs at a stated price of $0.00 per unit, increasing his direct beneficial holdings.

What types of RSUs make up Keith Woods’ total SRRK equity awards?

Keith Woods holds two RSU types at Scholar Rock: 147,021 RSUs subject only to time-based vesting and 450,000 RSUs subject to both performance-based and time-based vesting. These awards complement his 33,254 already owned common shares, forming his total 630,275 beneficial equity interests.