Scholar Rock (SRRK) CHRO executes 9,035-share tax-withholding stock sale

Rhea-AI Filing Summary

Scholar Rock Holding Corp's CHRO, Caryn Parlavecchio, reported a mandatory sale of common stock tied to tax withholding on vested RSUs. On this Form 4, she sold 9,035 shares of common stock in an open-market transaction at an average price of $46.5282 per share to cover tax obligations from restricted stock units that vested on February 15, 2026. The footnote explains this was a required "sell to cover" transaction under the company’s equity incentive plans and not a discretionary trade. After the sale, she beneficially owns 169,087 equity-linked interests, consisting of 86,859 shares of common stock and 82,228 RSUs that continue to vest annually over four years, subject to continued service.

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^*

Parlavecchio Caryn

(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)
	CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		S		9,035(1)	D	$46.5282	169,087(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 February 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 13, 2023 and March 10, 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. (2) Consists of 86,859 shares of common stock and 82,228 RSUs.

	/s/ Junlin Ho, Attorney-in-Fact for Caryn Parlavecchio	02/19/2026
	** 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.
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FAQ

What insider transaction did Scholar Rock (SRRK) report for Caryn Parlavecchio?

Scholar Rock’s CHRO, Caryn Parlavecchio, reported selling 9,035 shares of common stock. The shares were sold in an open-market transaction to cover tax withholding obligations arising from the vesting of restricted stock units under the company’s equity incentive plans.

Was the SRRK insider sale by Caryn Parlavecchio a discretionary trade?

No, the sale was not discretionary. Footnotes state it was a mandated “sell to cover” transaction required by Scholar Rock’s equity incentive plans to fund tax withholding obligations when restricted stock units vested on February 15, 2026, rather than a voluntary portfolio decision.

How many Scholar Rock (SRRK) shares did the CHRO sell and at what price?

Caryn Parlavecchio sold 9,035 shares of Scholar Rock common stock. The open-market sale occurred at an average price of $46.5282 per share, specifically to satisfy tax withholding obligations associated with recently vested restricted stock units granted under prior equity awards.

How many Scholar Rock (SRRK) shares does Caryn Parlavecchio own after this transaction?

After the tax-related sale, Caryn Parlavecchio beneficially owns 169,087 equity-linked interests. Footnotes explain this consists of 86,859 shares of Scholar Rock common stock and 82,228 restricted stock units that vest annually over four years, subject to her continued service.

What RSU vesting details are disclosed for Scholar Rock (SRRK) CHRO Caryn Parlavecchio?

The filing notes that the vested RSUs driving the tax sale came from awards granted February 13, 2023 and March 10, 2025. Each RSU represents one share of common stock, vesting annually over four years as long as her service relationship with Scholar Rock continues.