Scholar Rock Holding Corporation filing reports that Redmile Group, LLC and related parties hold a combined 9,066,621 shares of Common Stock, representing 7.6% of the class based on 119,103,774 shares outstanding as of March 31, 2026. The filing attributes 9,066,621 shares to Redmile and Jeremy C. Green and 6,907,180 shares to RedCo II Master Fund, L.P.
The schedule clarifies voting and dispositive power is shared for the disclosed shares because they are held by investment vehicles managed by Redmile; Redmile and Mr. Green disclaim beneficial ownership except for any pecuniary interest. The filing is an amendment to a prior Schedule 13G/A and is signed by Jeremy C. Green.
Positive
None.
Negative
None.
Insights
Large passive stake disclosure: Redmile and affiliates report 7.6% beneficial ownership.
The filing lists 9,066,621 shares as beneficially owned by Redmile and Jeremy C. Green, representing 7.6% of the issuer based on March 31, 2026 outstanding shares. It also shows 6,907,180 shares held by RedCo II Master Fund, L.P., which is part of the Redmile-managed funds.
Because shares are held in investment vehicles, the filing states shared voting and dispositive power. Cash‑flow treatment is not stated in the excerpt; subsequent filings or proxy disclosures may provide additional detail on holdings or voting alignment.
Disclosure focuses on control characterization and disclaimers rather than active control.
The schedule emphasizes that Redmile acts as investment manager with discretion to vote and dispose of shares held by its funds and that both Redmile and Mr. Green disclaim beneficial ownership except for pecuniary interest. The filing ties percentages to the issuer’s Schedule 14A outstanding share count.
Key items to watch in future filings include any changes to voting arrangements, additional amendments to ownership percentages, or notices of intent to act as a group; timing not specified in the provided excerpt.
Key Figures
Shares outstanding:119,103,774 sharesRedmile beneficial ownership:9,066,621 sharesRedmile ownership pct:7.6%+2 more
5 metrics
Shares outstanding119,103,774 sharesas of March 31, 2026
Redmile beneficial ownership9,066,621 sharesreported beneficially owned by Redmile Group and Jeremy C. Green
Redmile ownership pct7.6%percentage of class based on 119,103,774 shares outstanding
RedCo II Master Fund holdings6,907,180 sharesheld by RedCo II Master Fund, L.P.
RedCo II ownership pct5.8%percentage of class based on 119,103,774 shares outstanding
"The information in Item 4 relating to the shares of the Issuer's common stock ("Common Stock") that are or may be deemed beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 9,066,621.00"
Schedule 14Aregulatory
"as reported by the Issuer in its Definitive Proxy Statement on Schedule 14A filed with the SEC on April 22, 2026"
Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.
What stake does Redmile Group report in Scholar Rock (SRRK)?
Redmile Group reports 9,066,621 shares, representing 7.6% of the class based on 119,103,774 shares outstanding as of March 31, 2026. The shares are held in Redmile-managed investment vehicles and are shown with shared voting power.
How many shares does RedCo II Master Fund, L.P. hold in SRRK?
RedCo II Master Fund, L.P. is listed with 6,907,180 shares, representing 5.8% of the class based on 119,103,774 shares outstanding as of March 31, 2026. These holdings are included among Redmile-managed funds.
Does Jeremy C. Green personally control the SRRK shares reported?
The filing states Mr. Green has shared voting and dispositive power over 9,066,621 shares through Redmile-managed vehicles but includes a disclaimer that he disclaims beneficial ownership except to the extent of any pecuniary interest.
What outstanding share count is used to calculate the percentages?
Percentages are calculated using 119,103,774 shares outstanding as of March 31, 2026, as reported in Scholar Rock’s Schedule 14A filed with the SEC on April 22, 2026, which the filing cites directly.
Did the filing indicate any change in voting or disposition rights?
The filing lists shared voting and shared dispositive power for the disclosed holdings and explains the shares are held by investment vehicles managed by Redmile; it does not state any new agreements or changes to those powers in the provided excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Scholar Rock Holding Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
80706P103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
80706P103
1
Names of Reporting Persons
Redmile Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,066,621.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,066,621.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,066,621.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of the Issuer's common stock ("Common Stock") that are or may be deemed beneficially owned by Redmile Group, LLC ("Redmile") is incorporated herein by reference.
Percentage based on 119,103,774 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in its Definitive Proxy Statement on Schedule 14A filed with the SEC on April 22, 2026 (the "Schedule 14A").
SCHEDULE 13G
CUSIP Number(s):
80706P103
1
Names of Reporting Persons
Jeremy C. Green
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,066,621.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,066,621.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,066,621.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by Jeremy C. Green is incorporated herein by reference.
Percentage based on 119,103,774 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in the Schedule 14A.
SCHEDULE 13G
CUSIP Number(s):
80706P103
1
Names of Reporting Persons
RedCo II Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,907,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,907,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,907,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.8 %
12
Type of Reporting Person (See Instructions)
PN, FI
Comment for Type of Reporting Person: Percentage based on 119,103,774 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in the Schedule 14A.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Scholar Rock Holding Corporation
(b)
Address of issuer's principal executive offices:
301 Binney Street, 3rd Floor, Cambridge, MA 02142
Item 2.
(a)
Name of person filing:
Redmile Group, LLC
Jeremy C. Green
RedCo II Master Fund, L.P.
(b)
Address or principal business office or, if none, residence:
Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RedCo II Master Fund, L.P.
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
(c)
Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
RedCo II Master Fund, L.P.: Cayman Islands
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
80706P103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Redmile Group, LLC - 9,066,621 (1)
Jeremy C. Green - 9,066,621 (1)
RedCo II Master Fund, L.P. - 6,907,180
(b)
Percent of class:
Redmile Group, LLC - 7.6% (2)
Jeremy C. Green - 7.6% (2)
RedCo II Master Fund, L.P. - 5.8% (2)
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Master Fund, L.P. - 0
(ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 9,066,621 (1)
Jeremy C. Green - 9,066,621 (1)
RedCo II Master Fund, L.P. - 6,907,180
(iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Master Fund, L.P. - 0
(iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 9,066,621 (1)
Jeremy C. Green - 9,066,621 (1)
RedCo II Master Fund, L.P. - 6,907,180
(1) As of March 31, 2026, Redmile's and Jeremy C. Green's beneficial ownership of Common Stock is comprised of 9,066,621 shares of Common Stock. All of such shares of Common Stock are directly owned by certain investment vehicles, including RedCo II Master Fund, L.P., for which Redmile is the investment manager (the "Redmile Funds"). Redmile may be deemed to beneficially own these securities in its capacity as the investment manager with discretion to vote and dispose of all shares of Common Stock held by the Redmile Funds. Mr. Green also may be deemed to beneficially own these securities as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such securities, if any.
(2) Percentage based on 119,103,774 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in the Schedule 14A.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See the response to Item 4.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Redmile Group, LLC
Signature:
/s/ Jeremy C. Green
Name/Title:
Managing Member
Date:
05/15/2026
Jeremy C. Green
Signature:
/s/ Jeremy C. Green
Name/Title:
Jeremy C. Green
Date:
05/15/2026
RedCo II Master Fund, L.P.
Signature:
/s/ Jeremy C. Green
Name/Title:
Managing Member of RedCo II (GP), LLC, general partner of RedCo II Master Fund, L.P.
