Tax-driven stock sale by Scholar Rock (SRRK) general counsel disclosed

Rhea-AI Filing Summary

Scholar Rock Holding Corp’s general counsel, Junlin Ho, reported an open-market sale of 9,580 shares of common stock on February 17, 2026 at an average price of $46.5282 per share. According to the footnote, this sale was a mandated “sell to cover” transaction to fund tax withholding arising from the vesting of restricted stock units (RSUs) on February 15, 2026, and was not a discretionary trade.

The RSUs that vested were granted on February 13, 2023 and March 10, 2025, each representing the right to receive one share of common stock upon vesting. After this tax-related sale, Ho’s holdings consist of 131,646 shares of common stock and 109,899 RSUs, which vest annually over four years, subject to a continued service relationship 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
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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^*

Ho Junlin

(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)
	GENERAL COUNSEL

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		9,580(1)	D	$46.5282	241,545(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 131,646 shares of common stock and 109,899 RSUs.

	/s/ Junlin Ho	02/19/2026
	** 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 did Scholar Rock (SRRK) general counsel Junlin Ho report on this Form 4?

Junlin Ho reported selling 9,580 shares of Scholar Rock common stock. The sale was an open-market “sell to cover” transaction tied to RSU vesting, undertaken to satisfy tax withholding obligations rather than a discretionary portfolio decision.

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

The insider sold 9,580 shares of Scholar Rock common stock at an average price of $46.5282 per share. This transaction was specifically to cover tax withholding from recently vested restricted stock units, as described in the filing footnotes.

Was the SRRK insider stock sale by Junlin Ho a discretionary trade?

No, the filing states the sale does not represent a discretionary trade. It was mandated under the company’s equity incentive plans as a “sell to cover” transaction to fund tax withholding triggered by RSU vesting on February 15, 2026.

What RSU awards are linked to this Scholar Rock (SRRK) Form 4 sale?

The tax-related sale is linked to RSUs granted on February 13, 2023 and March 10, 2025. Each RSU entitles the holder to one share of common stock upon vesting, with the awards vesting annually over four years, contingent on continued service.

What are Junlin Ho’s holdings in Scholar Rock (SRRK) after this transaction?

After the transaction, holdings consist of 131,646 shares of common stock and 109,899 RSUs. The RSUs vest in annual installments over four years, subject to the insider maintaining a service relationship with Scholar Rock on each vesting date.

Why does Scholar Rock (SRRK) use “sell to cover” for RSU tax withholding?

The company elected under its equity incentive plans to require “sell to cover” for RSU tax withholding. This means a brokerage firm designated by the company sells sufficient shares at vesting to satisfy tax obligations, avoiding the need for out-of-pocket cash payments.