Form 4: Scholar Rock COO Sells Shares for Tax Obligation

Scholar Rock Holding Corp's Chief Operating Officer, Keith Woods, sold 16,746 shares of common stock for $42.7 per share to cover tax withholding obligations related to PSU vesting.

Summary

• Keith Woods, Chief Operating Officer of Scholar Rock Holding Corp (SRRK), reported a sale of 16,746 shares of common stock.
• The transaction occurred on January 13, 2026, at a price of $42.7 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 subject to performanceand time-based conditions (PSUs).
• The sale does not represent a discretionary trade by Mr. Woods.
• Following this transaction, Mr. Woods beneficially owns 583,254 shares, comprising 33,254 shares of common stock, 100,000 time-based restricted stock units, and 450,000 PSUs.
• The PSUs were granted on April 27, 2025. 50,000 shares vested on January 12, 2026.
• An additional 50,000 shares are scheduled to vest on April 27, 2027.
• Remaining PSUs vest based on a combination of performance-based conditions (achieving certain stock price targets) and time-based vesting over four years, contingent on continued service.
• Any unvested PSUs will be forfeited on or prior to April 27, 2029.

Sentiment

Score: 5

Explanation: The transaction is a non-discretionary 'sell to cover' for tax purposes related to equity award vesting, which is a neutral event and does not reflect a change in management's outlook or confidence in the company.

Positives

• Vesting of 50,000 PSUs on January 12, 2026, indicates the achievement of vesting conditions for a portion of the award.
• The existence of performance-based PSUs suggests alignment of management incentives with shareholder value creation through stock price targets.

Risks

• Unvested PSUs are subject to forfeiture if performance targets are not met, if the reporting person's service relationship with the Issuer ceases before vesting dates, or by April 27, 2029.

Future Outlook

The filing indicates future vesting events for the Chief Operating Officer's equity awards. An additional 50,000 PSUs are scheduled to vest on April 27, 2027, with the remaining 450,000 PSUs vesting in tranches based on a combination of the Issuer's common stock achieving certain price targets and time-based conditions over four years, provided the reporting person maintains a service relationship. All unvested PSUs will be forfeited by April 27, 2029.

Management Comments

• The sale of 16,746 shares was mandated by the Issuer to cover tax withholding obligations in connection with PSU vesting and does not represent a discretionary trade by the reporting person.

Industry Context

This Form 4 filing details a routine insider transaction related to equity compensation. Such "sell to cover" transactions are common across industries when restricted stock units or other equity awards vest, as they allow executives to meet tax liabilities without a personal cash outlay. It does not provide broader industry trends or competitive analysis.

Comparison to Industry Standards

• This filing reports a standard "sell to cover" transaction for tax purposes, which is a common practice for executives receiving equity compensation across publicly traded companies. It does not contain information for comparison to specific comparable companies, projects, or results.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine, non-discretionary tax-related sale. The vesting of PSUs could be seen as a positive signal of performance.

Next Steps

• Scheduled vesting of an additional 50,000 PSUs on April 27, 2027.
• Continued vesting of remaining 450,000 PSUs based on performance targets and time-based conditions over four years.

Key Dates

Keywords

Scholar Rock Holding Corp, SRRK, Form 4, insider trading, stock sale, Chief Operating Officer, Keith Woods, restricted stock units, PSUs, performance-based vesting, time-based vesting, sell to cover, tax withholding