Scholar Rock Holding Corp (SRRK) CEO tax-related share sale detailed

Rhea-AI Filing Summary

Scholar Rock Holding Corp Chief Executive Officer and director David Hallal reported a mandatory share sale linked to equity award vesting. On 01/13/2026, he sold 57,450 shares of common stock at $42.7 per share, solely to cover tax withholding arising from the vesting of performance- and time-based restricted stock units (PSUs) under the company’s equity incentive plans. The transaction was executed as a required “sell to cover” through a designated broker and is noted as not being a discretionary trade.

The vested shares relate to PSU awards granted on April 27, 2025, with 125,000 shares vesting on January 12, 2026, another 125,000 scheduled to vest on April 27, 2027, and additional tranches tied to future stock price and service-based conditions through April 27, 2029, after which any unvested PSUs are forfeited. Following the reported sale, Hallal directly holds 1,541,645 shares of common stock, and a further 205,000 shares are held indirectly by the Hallal Family Irrevocable Trust – 2012, where his spouse serves as trustee and beneficial ownership is disclaimed except for any pecuniary interest.

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

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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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	01/13/2026		S		57,450(1)(2)	D	$42.7	1,541,645(3)	D
Common Stock								205,000(4)	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)
				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 subject to performance-and time-based vesting conditions ("PSUs"). The 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. Each PSU represents the contingent right to receive upon vesting of the PSU, one share of the Issuer's common stock.

2. (continued) The shares vested pursuant to awards that were granted on April 27, 2025. 125,000 shares subject to this PSU vested on January 12, 2026, with an additional 125,000 shares scheduled to vest on April 27, 2027 and the remaining shares vesting in tranches of a combination of performance-based vesting tied to the Issuer's common stock achieving certain price targets and time-based vesting over four year, provided the Reporting Person continues to have a service relationship with the Issuer on each such vesting date. Any PSUs that have not vested on or prior to April 27, 2029 will be forfeited for no consideration.

3. 166,645 shares of common stock, 250,000 restricted stock units and 1,125,000 PSUs.

4. 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	01/15/2026
	** 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.
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FAQ

What insider transaction did SRRK report for its CEO David Hallal?

The report shows that CEO and director David Hallal sold 57,450 shares of Scholar Rock Holding Corp common stock on 01/13/2026 at $42.7 per share.

Why did the SRRK CEO sell 57,450 shares of common stock?

The 57,450-share sale was required to cover tax withholding obligations from the vesting of performance- and time-based PSUs and was executed as a mandatory “sell to cover” transaction, not a discretionary trade.

How many Scholar Rock (SRRK) shares does David Hallal own after this Form 4?

After the reported sale, David Hallal directly owns 1,541,645 shares of SRRK common stock, with an additional 205,000 shares held indirectly by the Hallal Family Irrevocable Trust – 2012.

What are the key vesting terms of the PSUs reported in this SRRK Form 4?

The PSUs were granted on April 27, 2025. 125,000 shares vested on January 12, 2026, another 125,000 are scheduled to vest on April 27, 2027, and remaining PSUs vest over four years based on stock price targets and continued service, with any unvested PSUs forfeited after April 27, 2029.

What other equity awards does the SRRK CEO have in addition to common shares?

The filing notes that David Hallal holds 166,645 shares of common stock, 250,000 restricted stock units, and 1,125,000 PSUs as part of his overall equity awards.

How are the 205,000 indirectly held SRRK shares structured for David Hallal?

The 205,000 indirectly held shares are owned by the Hallal Family Irrevocable Trust – 2012. Hallal’s spouse is a trustee, and he disclaims beneficial ownership of these shares except for any pecuniary interest.