Tax-driven share sale by Scholar Rock (SRRK) chief medical officer

Rhea-AI Filing Summary

Scholar Rock Holding Corp’s chief medical officer, Jing L. Marantz, sold 5,798 shares of common stock on January 16, 2026 at $44.4777 per share. The filing explains this sale was required to cover tax withholding from the vesting of restricted stock units (RSUs) on January 15, 2026 under the company’s equity incentive plans, and it was not a discretionary trade.

These shares relate to RSU awards granted on February 12, 2024. After the tax-related sale, Marantz beneficially owns 95,687 shares, consisting of 24,974 shares of common stock and 70,713 RSUs. Each RSU is fully vested and represents the right to receive one share of Scholar Rock common stock.

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^*

Marantz Jing L.

(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 MEDICAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		S		5,798(1)	D	$44.4777	95,687(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 January 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 February 12, 2024. 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 are fully vested.

2. Consists of 24,974 shares of common stock and 70,713 RSUs.

	/s/ Junlin Ho, Attorney-in-Fact for Jing L. Marantz	01/21/2026
	** 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.

FAQ

What insider transaction did SRRK’s chief medical officer report?

Jing L. Marantz, chief medical officer of Scholar Rock Holding Corp (SRRK), reported selling 5,798 shares of common stock on January 16, 2026 at $44.4777 per share.

Why did Jing L. Marantz sell 5,798 SRRK shares?

The 5,798 shares were sold to cover the tax withholding obligation from the vesting of restricted stock units on January 15, 2026. The sale was mandated under Scholar Rock’s equity incentive plans and is described as not a discretionary trade.

What RSU awards are connected to this SRRK insider transaction?

The sale relates to RSUs that vested on January 15, 2026 and came from awards granted on February 12, 2024. Each RSU represents a contingent right to receive one share of Scholar Rock common stock upon vesting, and the RSU awards referenced are fully vested.

How many SRRK shares does Jing L. Marantz own after this sale?

Following the reported transaction, Jing L. Marantz beneficially owns 95,687 shares of Scholar Rock equity, consisting of 24,974 shares of common stock and 70,713 RSUs.

Is this SRRK insider sale part of a trading plan under Rule 10b5-1?

The form includes a checkbox for transactions pursuant to a Rule 10b5-1 plan, but the explanation specifies this was a mandated “sell to cover” tax transaction under the company’s equity incentive plans, rather than a discretionary trade by the reporting person.

What role does Jing L. Marantz hold at Scholar Rock Holding Corp (SRRK)?

Jing L. Marantz is identified as an officer of Scholar Rock Holding Corp, serving as the company’s chief medical officer.