Scholar Rock Insider Sell-to-Cover: 2,178 Shares Disposed at $31.17

Rhea-AI Filing Summary

Caryn Parlavecchio, Chief Human Resources Officer of Scholar Rock Holding Corp (SRRK), reported a non-discretionary sale of common stock on 08/18/2025 to cover tax withholding for vested restricted stock units (RSUs). The Form 4 shows 2,178 shares were sold at $31.1663 per share as a mandatory "sell-to-cover" tied to RSUs that vested on 08/15/2025. After the transaction the reporting person beneficially owned 155,464 shares in total, comprising 66,222 common shares and 89,242 RSUs. The filing was signed by an attorney-in-fact on 08/19/2025.

Positive

• Transaction was non-discretionary and executed as a mandate under the issuer's equity plan, indicating administrative, not opportunistic, selling
• Reporting person retains significant ownership with 155,464 total shares (66,222 common shares and 89,242 RSUs) after the sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine, non-discretionary sell-to-cover for RSU tax withholding; no change to governance or control.

The Form 4 documents a standard administrative sale of 2,178 shares to satisfy tax obligations associated with vested RSUs. Because the sale was mandated by the issuer's equity plan and executed by a designated broker, it reflects plan mechanics rather than an opportunistic insider trade. The reporting person continues to hold a substantial economic interest through 66,222 shares and 89,242 RSUs, indicating retention of incentive alignment with shareholders.

Securities Analyst

TL;DR: Small, routine disposition at $31.1663 per share; negligible market impact and unchanged insider exposure.

The transaction size (2,178 shares) is small relative to the post-transaction position of 155,464 shares and appears solely to cover tax withholding on vested RSUs granted in October 2021. There is no evidence in the filing of discretionary cash sales or a change in ownership intent. From an investor-impact perspective this is a neutral disclosure that documents standard plan administration.

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^*

Parlavecchio Caryn

(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)
	CHRO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S		2,178(1)	D	$31.1663	155,464(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 August 15, 2025. 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 October 26, 2021. 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 are fully vested.

2. Consists of 66,222 shares of common stock and 89,242 RSUs.

	/s/ Junlin Ho, Attorney-in-Fact for Caryn Parlavecchio	08/19/2025
	** 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.
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FAQ

What did Caryn Parlavecchio (SRRK) report on the Form 4?

The Form 4 reports a sale of 2,178 shares on 08/18/2025 executed at $31.1663 per share to cover tax withholding for vested RSUs.

Why were shares sold in this transaction?

The sale was a mandatory "sell-to-cover" required by the issuer's equity incentive plan to satisfy tax withholding on RSUs that vested on 08/15/2025.

What is the reporting person's ownership after the transaction?

After the transaction the reporting person beneficially owned 155,464 shares, consisting of 66,222 common shares and 89,242 RSUs.

Was this a discretionary insider trade?

No. The filing states the sale was mandated by the issuer's election under its equity incentive plans and is described as a non-discretionary sell-to-cover.

When was the Form 4 signed and by whom?

The Form 4 was signed on 08/19/2025 by Junlin Ho, Attorney-in-Fact, on behalf of Caryn Parlavecchio.