Scholar Rock (SRRK) insider sell-to-cover Form 4 details and PSU vesting

Rhea-AI Filing Summary

Scholar Rock Holding Corp director and President of R&D Akshay Vaishnaw reported a mandatory tax-related share sale. On 01/13/2026, he sold 20,438 shares of common stock at $42.70 per share in a transaction coded "S." According to the notes, this was a "sell to cover" sale required to satisfy tax withholding from vesting performance- and time-based restricted stock units (PSUs), and is not a discretionary trade.

After the transaction, he beneficially owned 595,767 common share equivalents. This consists of 45,767 shares of common stock, 100,000 restricted stock units, and 450,000 PSUs that vest over time and based on Scholar Rock’s stock price performance, with unvested PSUs forfeited if not vested by April 27, 2029.

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

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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^*

Vaishnaw Akshay

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of R&D

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		20,438(1)(2)	D	$42.7	595,767(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. 45,767 shares of common stock, 100,000 restricted stock units and 450,000 PSUs.

	/s/ Junlin Ho, Attorney-in-Fact for Akshay Vaishnaw	01/15/2026
	** 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 SRRK report for Akshay Vaishnaw?

Scholar Rock reported that Akshay Vaishnaw sold 20,438 shares of common stock on 01/13/2026 in a transaction coded "S" at a price of $42.70 per share.

Why did Akshay Vaishnaw sell 20,438 Scholar Rock (SRRK) shares?

The 20,438 shares were sold to cover the tax withholding obligation arising from the vesting of performance- and time-based restricted stock units (PSUs). The company required a “sell to cover” transaction through a designated broker, so this was not a discretionary trade.

How many Scholar Rock shares does Akshay Vaishnaw own after this Form 4 transaction?

Following the sale, Akshay Vaishnaw beneficially owned 595,767 common share equivalents, consisting of 45,767 shares of common stock, 100,000 restricted stock units, and 450,000 PSUs.

What are the key vesting terms of Akshay Vaishnaw’s PSUs at SRRK?

The PSUs were granted on April 27, 2025. 50,000 shares vested on January 12, 2026, another 50,000 shares are scheduled to vest on April 27, 2027, and the remaining PSUs vest over four years based on a mix of stock price performance targets and continued service. Any PSUs not vested by April 27, 2029 will be forfeited for no consideration.

What is Akshay Vaishnaw’s role at Scholar Rock Holding Corp (SRRK)?

Akshay Vaishnaw is both a director of Scholar Rock Holding Corp and serves as its President of R&D, as indicated in the filing.

Was this Scholar Rock Form 4 transaction part of a trading plan or equity incentive arrangement?

The sale was carried out under the company’s equity incentive plans as a required “sell to cover” for taxes tied to PSU vesting, and the form includes a section for indicating transactions made under Rule 10b5-1(c).