Form 4: Scholar Rock GC Sells Shares for Tax Obligation

Scholar Rock's General Counsel, Junlin Ho, sold 8,016 shares of common stock at $44.4777 per share to cover tax withholding obligations related to RSU vesting.

Summary

• General Counsel Junlin Ho reported a sale of 8,016 shares of Scholar Rock Holding Corp (SRRK) common stock.
• The transaction occurred on January 16, 2026, at a price of $44.4777 per share.
• This sale was a "sell to cover" transaction to satisfy tax withholding obligations from restricted stock unit (RSU) vesting on January 15, 2026.
• The sale was not a discretionary trade by the reporting person, but mandated by the Issuer's equity incentive plans.
• Following this transaction, Junlin Ho beneficially owns 214,553 shares, consisting of 121,471 shares of common stock and 93,082 RSUs.
• The RSUs that vested were granted on February 14, 2022, and February 12, 2024.

Sentiment

Score: 5

Explanation: The transaction is a routine 'sell to cover' for tax purposes upon RSU vesting, indicating a neutral sentiment as it is not a discretionary sale by management.

Future Outlook

NA

Management Comments

• The sale was 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

This is a standard insider transaction (Form 4) for tax withholding purposes, common across publicly traded companies when restricted stock units vest. It does not inherently reflect broader industry trends or competitive positioning.

Comparison to Industry Standards

• The 'sell to cover' transaction for tax withholding is a common practice in equity compensation plans across various industries and is considered standard procedure for managing tax liabilities upon RSU vesting. It is not indicative of specific company performance relative to peers but rather a routine administrative event.

Stakeholder Impact

• Minimal direct impact on shareholders as this is a non-discretionary sale for tax purposes, not reflecting a change in management's investment conviction. Employees with similar equity compensation plans would understand this routine process.

Key Dates

Recommendation

The Form 4 filing details a non-discretionary 'sell to cover' transaction by the General Counsel to satisfy tax obligations from RSU vesting. This is a routine event and does not reflect a change in the insider's view of the company's prospects or fundamental value. Therefore, it provides no new information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Scholar Rock, SRRK, insider transaction, Form 4, stock sale, RSU, restricted stock units, tax withholding, General Counsel