Scholar Rock (SRRK) 10% holder group exercises 1.58M-share warrant into stock

Rhea-AI Filing Summary

Scholar Rock Holding Corp saw a large warrant exercise by a 10% owner–affiliated group. On December 11, 2025, a warrant to buy 1,575,008 shares of common stock at $7.35 per share was exercised, eliminating the warrant position.

Following the transaction, entities associated with Invus Global Management, LLC, Siren, L.L.C. and related investment vehicles held 10,825,013 shares of Scholar Rock common stock directly. The filing notes a chain of control from Invus Public Equities, L.P. up through Invus Global Management, Siren, and ultimately to Mr. Raymond Debbane, with standard disclaimers of beneficial ownership among the reporting persons.

Insights

Equity ownership & governance analyst

Large warrant exercise shifts a 10% holder from derivatives into common stock.

The filing shows a 10% shareholder group affiliated with Invus Global Management, LLC exercising a warrant for 1,575,008 Scholar Rock common shares at $7.35 per share. The corresponding derivative position, a warrant originally covering the same share amount, now shows 0 derivative securities remaining.

Post-transaction, the group directly holds 10,825,013 common shares, consolidating exposure into the underlying equity instead of the warrant. A control chain from Invus Public Equities, L.P. through Invus Global Management and Siren, L.L.C. to Mr. Raymond Debbane is described, with each reporting person disclaiming beneficial ownership of others’ holdings beyond their pecuniary interest.

This is characterized as a change in form of beneficial ownership (code X), rather than a simple open-market buy or sale. Actual impact on ownership dynamics depends on overall shares outstanding and future trading decisions by these entities, which are not detailed in the excerpt.

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^*

Invus Global Management, LLC

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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

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

	Form filed by One Reporting Person
X	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	12/11/2025		X		1,575,008	A	$7.35	10,825,013	D(1)(2)

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
Warrant (right to buy)	$7.35	12/11/2025		X			1,575,008	06/22/2022	12/31/2025	Common Stock	1,575,008	$0	0	D(1)(2)

1. Name and Address of Reporting Person^*

Invus Global Management, LLC

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Siren, L.L.C.

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DEBBANE RAYMOND

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The general partner of Invus Public Equities, L.P. is Invus Public Equities Advisors, LLC. The managing member of Invus Public Equities Advisors, LLC is Invus Global Management, LLC. The managing member of Invus Global Management, LLC is Siren, L.L.C. The managing member of Siren, L.L.C. is Mr. Raymond Debbane.

2. Each of the reporting persons (other than to the extent it directly holds securities reported herein), disclaims beneficial ownership of the securities held by the other reporting persons, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the reporting persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ See Exhibit 99.1	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Scholar Rock (SRRK) disclose in this Form 4?

Scholar Rock’s Form 4 reports that a 10% owner–affiliated group exercised a warrant for 1,575,008 shares of common stock at $7.35 per share. This converted a derivative position into common shares and left no warrants of that series outstanding.

How many Scholar Rock (SRRK) shares are held after the reported Form 4 transaction?

After the transaction, entities associated with the reporting group directly held 10,825,013 shares of Scholar Rock common stock. This figure reflects ownership following the warrant exercise that delivered 1,575,008 shares and eliminated the corresponding derivative position.

What type of security did the Scholar Rock (SRRK) insider exercise?

The insider group exercised a "Warrant (right to buy)" with a conversion price of $7.35 per share. The warrant covered 1,575,008 shares of Scholar Rock common stock and, after exercise, the number of such derivative securities beneficially owned became zero.

Who are the reporting persons in the Scholar Rock (SRRK) Form 4 filing?

Reporting persons include Invus Global Management, LLC, Siren, L.L.C., and Mr. Raymond Debbane, tied through a control chain over Invus Public Equities, L.P. Each reporting person disclaims beneficial ownership of securities held by the others, except to the extent of any pecuniary interest.

What does transaction code "X" mean in the Scholar Rock (SRRK) Form 4?

Transaction code "X" indicates a change in the form of beneficial ownership. In this case, a warrant to purchase 1,575,008 shares at $7.35 was exercised into common stock, moving exposure from a derivative instrument into directly held Scholar Rock shares.

Did the Scholar Rock (SRRK) Form 4 involve a sale of shares on the open market?

The Form 4 shows a warrant exercise coded "X" and acquisition of 1,575,008 common shares at $7.35, rather than an open-market sale code. The derivative position dropped to zero while directly owned common shares increased to 10,825,013.