Form 4: Scholar Rock CMO Sells Shares for Tax Obligation

Scholar Rock's Chief Medical Officer, Jing L. Marantz, sold 4,157 shares of common stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Jing L. Marantz, Chief Medical Officer of Scholar Rock Holding Corp (SRRK), reported a sale of 4,157 shares of common stock.
• The transaction occurred on February 17, 2026, at a price of $46.5282 per share.
• This sale was a "sell to cover" transaction, mandated by the issuer to fund tax withholding obligations associated with the vesting of restricted stock units (RSUs) on February 15, 2026.
• The sale does not represent a discretionary trade by the reporting person.
• Following the transaction, Ms. Marantz beneficially owns 126,012 securities, consisting of 29,388 shares of common stock and 96,624 RSUs.
• The RSUs were granted on February 13, 2023, and March 10, 2025, and vest annually over four years, contingent on continued service with the Issuer.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the sale was non-discretionary and solely for tax purposes related to RSU vesting, a common practice in executive compensation.

Future Outlook

No specific forward-looking statements or guidance are provided in this Form 4 filing.

Management Comments

• The 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.

Industry Context

StockSavvy.ai notes that "sell to cover" transactions are a common and routine mechanism for executives to satisfy tax obligations arising from the vesting of equity awards. Such transactions are generally not indicative of a change in management's sentiment regarding the company's future prospects, unlike discretionary open-market sales.

Related Party Transactions

• The transaction involves the sale of shares by a Chief Medical Officer to cover tax obligations arising from the vesting of restricted stock units granted by the Issuer, which is a standard form of related party compensation arrangement.

Stakeholder Impact

• Shareholders: The sale represents a minor, non-discretionary transaction by an insider, which is unlikely to have a significant impact on shareholder sentiment or the company's valuation.
• Employees: The RSU vesting and associated tax handling reflect standard equity compensation practices for executives, aligning their interests with long-term company performance.

Next Steps

• Continued vesting of remaining restricted stock units annually over four years, subject to a continued service relationship with the Issuer on the applicable vesting date.

Key Dates

Keywords

Scholar Rock, SRRK, Form 4, insider transaction, stock sale, Chief Medical Officer, RSU, restricted stock units, tax withholding