[Form 4] Scholar Rock Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey S. Flier, Director of Scholar Rock Holding Corp (SRRK), executed several transactions on June 23, 2025, as part of a pre-planned Rule 10b5-1 trading plan established on February 27, 2025:

• Exercised 20,316 stock options at $21.62 per share
• Sold 17,550 shares at weighted average price of $32.16
• Sold 2,766 shares at weighted average price of $32.74
• Sold 11,136 shares at weighted average price of $33.21 (held in family trust)

Following these transactions, Flier directly owns 24,070 shares (including 16,438 common shares and 7,632 RSUs) and indirectly owns 11,136 shares through The Jeffrey S. Flier Family Trust - 2014. The exercised stock option has no remaining unvested shares. These transactions represent a significant reduction in Flier's direct holdings, suggesting potential portfolio rebalancing or profit-taking with the stock trading above $32.

Positive

• None.

Negative

• Director Jeffrey Flier sold a total of 31,452 shares worth approximately $1.02M through a pre-planned 10b5-1 trading plan, with sales prices ranging from $31.65 to $33.79 per share

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).

X

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^*

FLIER JEFFREY S.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		M		20,316(1)	A	$21.62	44,386(2)	D
Common Stock	06/23/2025		S		17,550(1)	D	$32.1571(3)	26,836(4)	D
Common Stock	06/23/2025		S		2,766(1)	D	$32.7358(5)	24,070(6)	D
Common Stock	06/23/2025		S		11,136(1)	D	$33.2092(7)	11,136	I	By trust(8)

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
Stock Option (Right to Buy)	$21.62	06/23/2025		M(1)			20,316	(9)	06/22/2028	Common Stock	20,316	$0	0	D

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted on February 27, 2025.

2. Consists of 36,754 shares of common stock and 7,632 restricted stock units (RSUs).

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.645 to $32.609, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

4. Consists of 19,204 shares of common stock and 7,632 RSUs.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.640 to $32.830, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

6. Consists of 16,438 shares of common stock and 7,632 RSUs.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.830 to $33.790, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

8. Represents shares owned directly by The Jeffrey S. Flier Family Trust - 2014, for which the Reporting Person's spouse, Eleftheria Maratos-Flier, and Samuel C. Sichko are trustees. The Reporting Person disclaims Section 16 beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

9. No shares remain unvested under this stock option.

	/s/ Junlin Ho, Attorney-in-Fact for Jeffrey S. Flier	06/25/2025
	** 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.

FAQ

How many SRRK shares did Jeffrey Flier sell on June 23, 2025?

Jeffrey Flier sold a total of 31,452 shares of SRRK common stock on June 23, 2025, in three separate transactions: 17,550 shares at an average price of $32.1571, 2,766 shares at an average price of $32.7358, and 11,136 shares at $33.2092.

What was the stock option exercise price for SRRK shares in Flier's June 2025 transaction?

Jeffrey Flier exercised stock options to acquire 20,316 SRRK shares at an exercise price of $21.62 per share. These options were set to expire on June 22, 2028, but were fully exercised in this transaction.

How many SRRK shares does Jeffrey Flier own after the June 23, 2025 transactions?

After the transactions, Jeffrey Flier directly owns 24,070 shares (consisting of 16,438 shares of common stock and 7,632 RSUs). Additionally, he has indirect ownership of 11,136 shares through The Jeffrey S. Flier Family Trust - 2014.

Was SRRK insider Jeffrey Flier's stock sale planned in advance?

Yes, the sales were executed pursuant to a Rule 10b5-1 trading plan that was adopted on February 27, 2025, approximately four months before the transactions took place.

What was the price range of SRRK shares sold by Flier on June 23, 2025?

The shares were sold in multiple transactions at varying prices: from $31.645 to $32.609 for the first batch, $32.640 to $32.830 for the second batch, and $32.830 to $33.790 for the third batch, showing an overall range of $31.645 to $33.790 per share.