Tax-driven share sale by Scholar Rock (SRRK) COO Keith Woods

Rhea-AI Filing Summary

Scholar Rock Holding Corp Chief Operating Officer Keith Woods completed a mandated sale of 10,220 shares of common stock at $49.5745 per share. The sale was executed solely to cover tax withholding obligations arising from the vesting of restricted stock units on April 15, 2026 and was not a discretionary trade.

After this transaction, Woods directly holds 620,055 shares. His equity position also includes 122,021 restricted stock units subject to time-based vesting and 450,000 restricted stock units subject to performance- and time-based vesting, aligning his compensation with future company performance and continued service.

Insider Trade Summary

Net Seller: 10,220 shares ($506,651)

Net Sell 1 txn

Insider Woods Keith

Role Chief Operating Officer

Sold 10,220 shs ($507K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,220	$49.5745	$507K

Holdings After Transaction: Common Stock — 620,055 shares (Direct, null)

Footnotes (1)

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 48,034 shares of common stock, 122,021 RSUs subject to time-based vesting conditions and 450,000 RSUs subject to performance- and time-based vesting conditions.

Key Figures

Shares sold: 10,220 shares Sale price per share: $49.5745 per share Shares held after transaction: 620,055 shares +3 more

6 metrics

Shares sold 10,220 shares Open-market sale to cover tax withholding on April 15, 2026 RSU vesting

Sale price per share $49.5745 per share Price for tax-related sale of common stock

Shares held after transaction 620,055 shares Direct common stock ownership following the sale

Time-based RSUs 122,021 RSUs Restricted stock units subject to time-based vesting conditions

Performance and time-based RSUs 450,000 RSUs Restricted stock units subject to performance- and time-based vesting

RSU grant date April 27, 2025 Grant date of RSU awards that vested on April 15, 2026

Key Terms

restricted stock units ("RSUs"), sell to cover, equity incentive plans, time-based vesting conditions, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents the number of shares required to be sold ... in connection with the vesting of restricted stock units ("RSUs") on April 15, 2026."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

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

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.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans to require the reporting person to fund this tax withholding obligation"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

time-based vesting conditions financial

"Consists of 48,034 shares of common stock, 122,021 RSUs subject to time-based vesting conditions"

performance- and time-based vesting conditions financial

"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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/16/2026		S		10,220(1)	D	$49.5745	620,055(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 ("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 48,034 shares of common stock, 122,021 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	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)

FAQ

What insider transaction did Scholar Rock (SRRK) report for Keith Woods?

Scholar Rock reported that COO Keith Woods sold 10,220 shares of common stock at $49.5745 per share. The sale was required to satisfy tax withholding obligations from recently vested RSUs, rather than a discretionary decision to reduce his equity stake.

Why did the Scholar Rock (SRRK) COO sell 10,220 shares?

The 10,220 shares were sold to cover tax withholding obligations triggered by RSU vesting on April 15, 2026. The issuer required a "sell to cover" transaction under its equity incentive plans, so the sale was automatic rather than an elective open-market trade by the COO.

How many Scholar Rock (SRRK) shares does Keith Woods hold after the sale?

Following the tax-related sale, COO Keith Woods directly holds 620,055 shares of Scholar Rock common stock. In addition, he has 122,021 time-based RSUs and 450,000 performance- and time-based RSUs, which may convert into additional shares as vesting conditions are met.

What RSU awards are outstanding for the Scholar Rock (SRRK) COO?

Keith Woods holds 122,021 restricted stock units with time-based vesting and 450,000 restricted stock units with performance- and time-based vesting. Each RSU represents the right to receive one share of common stock upon vesting, subject to continued service and, for some awards, performance goals.

Was the Scholar Rock (SRRK) COO’s share sale a discretionary trade?

No. The filing states the sale was mandated under the company’s equity incentive plans as a "sell to cover" for tax withholding on RSU vesting. It explicitly notes the transaction does not represent a discretionary trade by the reporting person in the open market.

What triggered the tax withholding sale for Scholar Rock (SRRK) COO RSUs?

The sale was triggered by the vesting of restricted stock units on April 15, 2026, from awards granted April 27, 2025. The company elected to satisfy the related tax withholding by requiring a broker-assisted "sell to cover" transaction in the COO’s account.