Tax-driven share sale by Scholar Rock (SRRK) R&D president

Rhea-AI Filing Summary

Scholar Rock Holding Corp director and President of R&D Akshay Vaishnaw sold 12,246 shares of common stock in an open-market transaction at $49.5745 per share. According to the disclosure, this sale was mandated solely to cover tax withholding on restricted stock units that vested on April 15, 2026, and was executed as a required “sell to cover” transaction rather than a discretionary trade. After the sale, Vaishnaw directly holds 630,542 shares, along with vested and unvested RSU awards that continue to vest over four years, subject to ongoing service.

Insider Trade Summary

Net Seller: 12,246 shares ($607,089)

Net Sell 1 txn

Insider Vaishnaw Akshay

Role President of R&D

Sold 12,246 shs ($607K)

Type	Security	Shares	Price	Value
Sale	Common Stock	12,246	$49.5745	$607K

Holdings After Transaction: Common Stock — 630,542 shares (Direct, null)

Footnotes (1)

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 ("RSUs") on April 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 April 27, 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. Consists of 58,521 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

Shares sold: 12,246 shares Sale price: $49.5745 per share Shares held after transaction: 630,542 shares +3 more

6 metrics

Shares sold 12,246 shares Open-market sale on April 16, 2026 to cover RSU taxes

Sale price $49.5745 per share Price for 12,246-share open-market sale

Shares held after transaction 630,542 shares Direct common stock holdings after mandated tax sale

Common stock (separate holding) 58,521 shares Part of overall equity holdings described in footnote

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

Performance RSUs 450,000 RSUs RSUs subject to performance- and time-based vesting

Key Terms

restricted stock units ("RSUs"), sell to cover, time-based vesting conditions, performance- and time-based vesting conditions, +1 more

5 terms

restricted stock units ("RSUs") financial

"Each RSU represents the contingent right to receive upon vesting..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

"required the reporting person to fund this tax withholding obligation by completing a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

time-based vesting conditions financial

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

performance- and time-based vesting conditions financial

"450,000 RSUs subject to performance- and time-based vesting conditions"

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

Form 4 Insider Transactions: What Each Field Means →

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^*

Vaishnaw Akshay

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

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	04/16/2026		S		12,246(1)	D	$49.5745	630,542(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 ("RSUs") on April 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 April 27, 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 58,521 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 Akshay Vaishnaw	04/20/2026
	** 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)

FAQ

What insider transaction did SRRK director Akshay Vaishnaw report?

Akshay Vaishnaw reported selling 12,246 shares of Scholar Rock common stock. The sale occurred at $49.5745 per share and was executed as an open-market transaction to satisfy tax obligations tied to vesting restricted stock units (RSUs).

Was the SRRK insider share sale a discretionary trade?

No, the sale was not discretionary. The filing states the 12,246 shares were sold to cover tax withholding obligations from RSUs vesting on April 15, 2026, under a mandated “sell to cover” election in the company’s equity incentive plans.

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

After the transaction, Akshay Vaishnaw directly holds 630,542 shares of Scholar Rock common stock. This position reflects his remaining ownership following the 12,246-share sale used to fund tax withholding from RSU vesting.

What RSU awards are outstanding for SRRK insider Akshay Vaishnaw?

The filing notes 122,021 RSUs subject to time-based vesting and 450,000 RSUs subject to performance- and time-based vesting. These awards generally vest annually over four years, contingent on maintaining a continued service relationship with Scholar Rock.

Why did the RSUs trigger a share sale for Scholar Rock’s Akshay Vaishnaw?

When RSUs vested on April 15, 2026, they created a tax withholding obligation. Scholar Rock elected under its equity plans to require a “sell to cover” transaction, so shares were sold through a designated broker to pay these taxes automatically.

What is the vesting schedule of Akshay Vaishnaw’s RSUs at Scholar Rock (SRRK)?

The RSU awards referenced in the filing vest annually over four years. Each restricted stock unit converts into one share of Scholar Rock common stock upon vesting, provided Akshay Vaishnaw maintains a continued service relationship on each applicable vesting date.