Scholar Rock (SRRK) CMO mandated sale of 4,157 shares for RSU taxes

Rhea-AI Filing Summary

Scholar Rock Holding Corp's chief medical officer, Jing L. Marantz, reported an open-market sale of 4,157 shares of common stock on February 17, 2026 at a price of $46.5282 per share. This transaction was executed to cover tax withholding obligations arising from the vesting of restricted stock units on February 15, 2026 and was mandated under the company’s equity incentive plan rather than being a discretionary trade.

After this sale, Marantz held 126,012 shares of common stock, consisting of 29,388 shares of common stock and 96,624 restricted stock units that continue to vest annually over four years, subject to continued service with the company.

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)
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		4,157(1)	D	$46.5282	126,012(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. Consists of 29,388 shares of common stock and 96,624 RSUs.

	/s/ Junlin Ho, Attorney-in-Fact for Jing L. Marantz	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.
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 Scholar Rock (SRRK) report for Jing L. Marantz?

Scholar Rock reported that chief medical officer Jing L. Marantz sold 4,157 shares of common stock. The shares were sold in an open-market transaction at $46.5282 per share to satisfy tax withholding obligations tied to restricted stock unit vesting.

Was Jing L. Marantz’s SRRK share sale a discretionary trade?

The 4,157-share sale by Jing L. Marantz was not discretionary. It was a mandatory “sell to cover” transaction required under Scholar Rock’s equity incentive plan to fund tax withholding on restricted stock units that vested on February 15, 2026.

How many Scholar Rock (SRRK) shares does Jing L. Marantz hold after the sale?

Following the sale, Jing L. Marantz held 126,012 shares related to Scholar Rock equity. This consists of 29,388 shares of common stock and 96,624 restricted stock units that vest annually over four years, subject to continued service with the company.

What price was received in Jing L. Marantz’s SRRK stock sale?

The reported transaction price for Jing L. Marantz’s sale of Scholar Rock common stock was $46.5282 per share. This price applied to 4,157 shares sold to cover tax withholding obligations arising from the vesting of restricted stock units on February 15, 2026.

Why did Jing L. Marantz sell Scholar Rock (SRRK) shares on February 17, 2026?

The share sale on February 17, 2026 was conducted to cover tax withholding obligations from restricted stock units that vested on February 15, 2026. Scholar Rock’s equity incentive plan required a “sell to cover” transaction rather than a voluntary sale by Marantz.

How do Jing L. Marantz’s RSUs in Scholar Rock (SRRK) vest over time?

Jing L. Marantz’s restricted stock units vest annually over four years. The vesting is tied to awards granted on February 13, 2023 and March 10, 2025, and each unit converts into one share of Scholar Rock common stock, subject to continued service on each vesting date.