Scholar Rock COO gifts 48,034 shares to trust

The reported position after the transfer lists 0 common shares plus time-based and performance- and time-based RSUs.

Accepted by SEC EDGAR 09/25/2026 - 04:12 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Keith Woods, Chief Operating Officer of Scholar Rock Holding Corp (SRRK), transferred 48,034 shares of common stock as a gift to the RKW Irrevocable Trust on September 24, 2026, for no consideration; his spouse serves as trustee. The reported position following the transaction lists 0 common shares, 122,021 RSUs subject to time-based vesting conditions, and 450,000 RSUs subject to performance- and time-based vesting conditions. Woods disclaimed beneficial ownership of the trust shares except to the extent of his pecuniary interest. No Rule 10b5-1 plan is reported.

Insider Trade Summary

48,034 shares gifted

Gift 1 txn

Insider Woods Keith

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Gift	Common Stock F1, F2	48,034	$0.00	$0.00
Holding	Common Stock F1	--	--	--

Holdings After Transaction: Common Stock — 572,021 shares (Direct); Common Stock — 48,034 shares (Indirect, By RKW Irrevocable Trust)

Holdings Before and After: Common Stock, 620,055 to 572,021 shares (Direct)

Footnotes (2)

1. F1. On September 24, 2026, the reporting person transferred 48,034 shares of the Issuer's Common Stock to the RKW Irrevocable Trust for no consideration. The reporting person's spouse serves as trustee of the RKW Irrevocable Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
2. F2. Consists of 0 shares of common stock, 122,021 RSUs subject to time-based vesting conditions and 450,000 RSUs subject to performance- and time-based vesting conditions.

Key Figures

Common shares transferred: 48,034 shares Common stock in reported post-transaction position: 0 shares RSUs subject to time-based vesting conditions: 122,021 RSUs +1 more

4 metrics

Common shares transferred 48,034 shares Gift to the RKW Irrevocable Trust on September 24, 2026

Common stock in reported post-transaction position 0 shares Following the September 24, 2026 transaction

RSUs subject to time-based vesting conditions 122,021 RSUs Reported following the transaction

RSUs subject to performance- and time-based vesting conditions 450,000 RSUs Reported following the transaction

Key Terms

RSUs, time-based vesting conditions, performance- and time-based vesting conditions, pecuniary interest

4 terms

RSUs financial

"122,021 RSUs subject to time-based vesting conditions"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

time-based vesting conditions financial

"RSUs subject to time-based vesting conditions"

performance- and time-based vesting conditions financial

"RSUs subject to performance- and time-based vesting conditions"

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SRRK shares did Keith Woods transfer to the trust?

Keith Woods transferred 48,034 common shares to the RKW Irrevocable Trust on September 24, 2026, for no consideration. His spouse serves as the trust's trustee.

Was the SRRK share transfer reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for the September 24, 2026 gift.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Woods Keith

(Last) (First) (Middle)

301 BINNEY STREET

(Street)

CAMBRIDGE MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/24/2026		G		48,034(1)	D	$0.00	572,021(2)	D
Common Stock								48,034(1)	I	By RKW Irrevocable Trust

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. On September 24, 2026, the reporting person transferred 48,034 shares of the Issuer's Common Stock to the RKW Irrevocable Trust for no consideration. The reporting person's spouse serves as trustee of the RKW Irrevocable Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Consists of 0 shares of common stock, 122,021 RSUs subject to time-based vesting conditions and 450,000 RSUs subject to performance- and time-based vesting conditions.

	/s/ Junlin Ho, Attorney-in-Fact for Keith Woods	09/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)