Scholar Rock (SRRK) Officer Sell-to-Cover After RSU Vesting

Rhea-AI Filing Summary

Insider transaction summary for Scholar Rock Holding Corp (SRRK): The reporting person, Mo Qatanani, Chief Scientific Officer, completed a sell-to-cover transaction on 09/16/2025 disposing of 3,178 shares of common stock at $33.52 per share to satisfy tax withholding arising from RSU vesting. After the transaction, the reporting person beneficially owns 112,317 shares, comprised of 3,353 issued shares and 108,964 unvested restricted stock units that vest over four years from grant dates in 2021 and 2022. The sell-to-cover was executed by a brokerage firm as required under the issuer's equity plan and was not a discretionary trade by the reporting person.

Positive

• Substantial remaining stake: Reporting person beneficially owns 112,317 shares after the transaction, maintaining significant alignment with shareholders.
• Transparency on compensation mechanics: Filing explicitly explains the sell-to-cover was mandated by the issuer's equity plan and not a discretionary trade.

Negative

• Disposition of shares: 3,178 shares were sold on 09/16/2025, reducing issued shareholdings.
• Majority as unvested RSUs: 108,964 of the 112,317 shares are RSUs, which are subject to future vesting and continued service conditions.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover following RSU vesting; meaningful ongoing ownership remains via RSUs and issued shares.

The reported disposal of 3,178 shares at $33.52 per share is described as a mandatory sell-to-cover to satisfy tax withholding tied to vested RSUs, not a discretionary sale. Such transactions are common for employees receiving equity compensation and do not by themselves indicate a change in view on company prospects. The reporting person still beneficially owns 112,317 shares in total, with the vast majority in unvested RSUs that continue to align the officer's incentives with shareholder value as they vest over remaining service periods.

Corporate Governance Expert

TL;DR: Standard equity-compensation mechanics; transaction reflects plan-required tax withholding.

The filing clearly states the sale was mandated under the issuer's equity incentive plans and executed by a designated broker to cover tax obligations from RSU vesting. This is an administrative disposition rather than a voluntary liquidity event. The disclosure also identifies grant dates and vesting schedule, which supports transparency around executive alignment and compensation timing. No additional governance concerns are apparent from this Form 4 alone.

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).

1. Name and Address of Reporting Person^*

Qatanani Mo

(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 SCIENTIFIC OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		S		3,178(1)	D	$33.52	112,317(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 ("RSU") on September 15, 2025. 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 October 26, 2021 and October 10, 2022. 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 3,353 shares of common stock and 108,964 RSUs.

	/s/ Junlin Ho, Attorney-in-Fact for Mo Qatanani	09/17/2025
	** 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 transaction did Mo Qatanani file for SRRK on Form 4?

The filing reports a sell-to-cover on 09/16/2025 disposing of 3,178 shares at $33.52 per share to satisfy tax withholding from RSU vesting.

How many SRRK shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 112,317 shares following the reported transaction.

What is the composition of the 112,317 SRRK shares owned?

3,353 are issued common shares and 108,964 are restricted stock units (RSUs) that vest over four years from grants dated October 26, 2021 and October 10, 2022.

Was the sale a discretionary trade by the reporting person?

No; the sale was a mandatory sell-to-cover executed by a brokerage firm designated by the issuer to fund tax withholding obligations.

What triggered the sell-to-cover transaction?

The transaction was triggered by RSU vesting on September 15, 2025, which created a tax withholding obligation.