Scholar Rock (NASDAQ: SRRK) CFO automatic sale covers PSU taxes

Rhea-AI Filing Summary

Scholar Rock Holding Corp's Chief Financial Officer Vikas Sinha reported an automatic sale of common stock linked to equity award vesting. On January 13, 2026, he sold 16,755 shares of Scholar Rock common stock at $42.70 per share in a transaction coded "S".

According to the disclosure, the shares were sold solely to cover tax withholding obligations arising from the vesting of performance- and time-based restricted stock units (PSUs) and did not represent a discretionary trade. The vesting relates to awards granted on April 27, 2025, including 50,000 PSUs that vested on January 12, 2026, with additional PSUs scheduled to vest through April 27, 2029 if service and performance conditions are met. Following the transaction, Sinha's equity position consists of 33,245 shares of common stock, 100,000 restricted stock units, and 450,000 PSUs.

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^*

Sinha Vikas

(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 Financial 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		16,755(1)(2)	D	$42.7	583,245(3)	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 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. 50,000 shares subject to this PSU vested on January 12, 2026, with an additional 50,000 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. 33,245 shares of common stock, 100,000 restricted stock units and 450,000 PSUs.

	/s/ Junlin Ho, Attorney-in-Fact for Vikas Sinha	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Scholar Rock (SRRK) disclose for its CFO?

The filing reports that CFO Vikas Sinha sold 16,755 shares of Scholar Rock common stock on January 13, 2026 at $42.70 per share in a transaction coded "S".

Why did Scholar Rock CFO Vikas Sinha sell 16,755 shares of SRRK stock?

The shares were sold to cover tax withholding obligations tied to the vesting of performance- and time-based restricted stock units (PSUs). The company required a "sell to cover" transaction through a designated brokerage firm.

Was the SRRK CFO share sale a discretionary trade?

No. The disclosure states that the sale does not represent a discretionary trade by the CFO. It was mandated under the issuer's equity incentive plans to satisfy tax withholding on vested PSUs.

What PSUs and vesting schedule are described in the Scholar Rock Form 4?

The PSUs were granted on April 27, 2025. 50,000 shares subject to this PSU vested on January 12, 2026, another 50,000 shares are scheduled to vest on April 27, 2027, and remaining PSUs vest over four years based on stock price performance and continued service, with any unvested PSUs forfeited after April 27, 2029.

How many Scholar Rock equity awards does the CFO hold after this transaction?

After the reported transaction, the CFO's equity position consists of 33,245 shares of common stock, 100,000 restricted stock units, and 450,000 PSUs, as described in the footnotes.

What type of SEC filing is this for Scholar Rock (SRRK)?

This is a Form 4 insider transaction report filed under Section 16, disclosing the CFO's sale of common stock to cover taxes on vested PSUs and detailing his remaining equity holdings.