Tax-driven share sale by Scholar Rock (SRRK) CEO after RSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Scholar Rock Holding Corp's CEO David Hallal reported a tax-driven share sale tied to equity compensation. On April 15, 2026, restricted stock units vested, and 30,615 shares of common stock were sold at an average price of $49.5745 per share to cover related tax withholding obligations. The filing states this mandatory "sell to cover" transaction was executed through a designated brokerage firm and was not a discretionary trade by Hallal. After the sale, he directly held 1,639,034 shares of common stock. He also has additional exposure through 198,530 shares of common stock, 315,504 time-based RSUs, and 1,125,000 performance- and time-based RSUs, plus indirect holdings in the Hallal Family Irrevocable Trust, for which he disclaims full beneficial ownership.

Insider Trade Summary

Net Seller: 30,615 shares ($1,517,723)

Net Sell 2 txns

Insider Hallal David

Role Chief Executive Officer

Sold 30,615 shs ($1.52M)

Type	Security	Shares	Price	Value
Sale	Common Stock	30,615	$49.5745	$1.52M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,639,034 shares (Direct, null); Common Stock — 205,000 shares (Indirect, By trust)

Footnotes (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 198,530 shares of common stock, 315,504 RSUs subject to time-based vesting conditions and 1,125,000 RSUs subject to performance- and time-based vesting conditions. Shares owned by the Hallal Family Irrevocable Trust - 2012 dated November 19, 2012 (the "Hallal Trust") for no consideration. The reporting person's spouse serves as a trustee of the Hallal Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Key Figures

Shares sold: 30,615 shares Sale price: $49.5745 per share Direct holdings after sale: 1,639,034 shares +4 more

7 metrics

Shares sold 30,615 shares Tax-related sale to cover RSU withholding at $49.5745/share

Sale price $49.5745 per share Average price for 30,615 shares sold on April 16, 2026

Direct holdings after sale 1,639,034 shares Common stock directly held by CEO David Hallal after transaction

Additional common stock 198,530 shares Common stock position referenced alongside RSU awards

Time-based RSUs 315,504 RSUs RSUs subject to time-based vesting conditions

Performance RSUs 1,125,000 RSUs RSUs subject to performance- and time-based vesting

Indirect trust holdings 205,000 shares Common stock held indirectly by trust associated with Hallal

Key Terms

restricted stock units, sell to cover, performance- and time-based vesting conditions, pecuniary interest, +1 more

5 terms

restricted stock units financial

"in connection with the vesting of restricted stock units ("RSUs") on April 15, 2026"

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.

sell to cover financial

"require the reporting person to fund this tax withholding obligation by completing a "sell to cover" transaction"

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.

performance- and time-based vesting conditions financial

"1,125,000 RSUs subject to performance- and time-based vesting conditions"

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"

irrevocable trust financial

"Shares owned by the Hallal Family Irrevocable Trust - 2012 dated November 19, 2012"

Form 4 Insider Transactions: What Each Field Means →

04/20/2026 - 06:08 PM

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^*

Hallal David

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/16/2026		S		30,615⁽¹⁾	D	$49.5745	1,639,034⁽²⁾	D
Common Stock								205,000⁽³⁾	I	By trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 198,530 shares of common stock, 315,504 RSUs subject to time-based vesting conditions and 1,125,000 RSUs subject to performance- and time-based vesting conditions.

3. Shares owned by the Hallal Family Irrevocable Trust - 2012 dated November 19, 2012 (the "Hallal Trust") for no consideration. The reporting person's spouse serves as a trustee of the Hallal Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Junlin Ho, Attorney-in-Fact for David Hallal	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Scholar Rock (SRRK) report for CEO David Hallal?

Scholar Rock reported that CEO David Hallal sold 30,615 shares of common stock at $49.5745 per share. The filing explains this was a mandatory tax-related “sell to cover” transaction following RSU vesting, not a discretionary open-market trade by the CEO.

Why did Scholar Rock CEO David Hallal sell 30,615 SRRK shares?

The 30,615 shares were sold to satisfy tax withholding obligations from RSUs that vested on April 15, 2026. Scholar Rock’s equity plans require a “sell to cover” through a designated broker, so the filing notes this disposition was not a discretionary trade by Hallal.

How many Scholar Rock shares does CEO David Hallal hold after this Form 4?

Following the tax-related sale, David Hallal directly holds 1,639,034 shares of Scholar Rock common stock. He also has exposure through 198,530 additional shares plus 315,504 time-based RSUs and 1,125,000 performance- and time-based RSUs, indicating a substantial continuing equity position.

What RSU awards are outstanding for Scholar Rock (SRRK) CEO David Hallal?

The filing notes Hallal’s equity awards consist of 315,504 RSUs subject to time-based vesting and 1,125,000 RSUs subject to both performance- and time-based vesting. Each RSU represents the right to receive one share of Scholar Rock common stock upon vesting, assuming conditions are satisfied.

What is the Hallal Family Irrevocable Trust’s role in Scholar Rock (SRRK) holdings?

Some Scholar Rock shares are owned by the Hallal Family Irrevocable Trust – 2012, for no consideration. Hallal’s spouse serves as trustee, and Hallal disclaims beneficial ownership of these securities except for his pecuniary interest, according to the footnote in the Form 4 filing.

Does the Scholar Rock Form 4 indicate discretionary selling by the CEO?

The Form 4 states the 30,615-share sale was mandated to cover tax withholding on vested RSUs under company equity plans. It emphasizes this sale does not represent a discretionary trade by David Hallal, distinguishing it from voluntary open-market selling for portfolio or valuation reasons.