Scholar Rock (SRRK) COO sells shares for tax withholding tied to PSU vesting

Rhea-AI Filing Summary

Scholar Rock Holding Corp's Chief Operating Officer, R. Keith Woods, reported a sale of common stock that was executed solely to cover taxes on recently vested performance-based restricted stock units (PSUs). On January 13, 2026, he sold 16,746 shares of common stock at $42.70 per share in a mandated "sell to cover" transaction under the company’s equity incentive plans, rather than a discretionary trade.

These shares relate to PSU awards granted on April 27, 2025, with 50,000 PSU shares vesting on January 12, 2026 and additional tranches scheduled through April 27, 2029 if service and performance conditions are met. After the tax-related sale, Woods has beneficial ownership of 583,254 share-based interests, consisting of 33,254 shares of common stock, 100,000 time-based RSUs 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^*

Woods Keith

(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 Operating 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		16,746(1)(2)	D	$42.7	583,254(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"). 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. 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 years, 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. Consists of 33,254 shares of common stock, 100,000 restricted stock units subject to time-based vesting conditions and 450,000 PSUs.

	/s/ Junlin Ho, Attorney-in-Fact for R. Keith Woods	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) report on this Form 4?

The Form 4 reports that R. Keith Woods, Chief Operating Officer of Scholar Rock Holding Corp, sold 16,746 shares of common stock on January 13, 2026.

At what price were the Scholar Rock (SRRK) shares sold and was this discretionary?

The shares were sold at $42.70 per share. The filing states this was a mandated "sell to cover" transaction to satisfy tax withholding on PSU vesting, and does not represent a discretionary trade by Woods.

Why did Scholar Rock’s COO need to sell shares in this transaction?

The sale represents the number of shares required to cover the tax withholding obligation arising from the vesting of restricted stock units subject to performance- and time-based vesting conditions, described as PSUs.

How many Scholar Rock shares and units does the COO hold after this sale?

After the transaction, Woods beneficially owns 583,254 share-based interests, consisting of 33,254 shares of common stock, 100,000 time-based RSUs, and 450,000 PSUs.

What are the vesting terms for the Scholar Rock PSUs referenced in the Form 4?

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 remaining PSUs vest over four years based on stock price performance and continued service, with unvested PSUs forfeited after April 27, 2029.

What role does R. Keith Woods hold at Scholar Rock (SRRK)?

R. Keith Woods is identified in the filing as an officer of Scholar Rock Holding Corp, serving as the company’s Chief Operating Officer.