Scholar Rock Holding Corp
For the period ended Dec 31, 2025. Filed Mar 3, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 3, 2026
SRRK$48.00-6.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statements and Schedules
(a)(1) Financial Statements.
Our consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report commencing on page F-1.
(a)(2) Financial Statement Schedules.
All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.
(a)(3) Exhibits.
The following exhibits are included in this Annual Report for the fiscal year ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K):
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|---|---|---|---|---|---|---|---|---|---|---|
| Number | | Description | | Form | | File No. | | Exhibit No. | | Filing Date |
| | | | | | | | | | | |
| 3.1 | | Amended and Restated Certificate of Incorporation of the Registrant | | S-1/A | | 333-224493 | | 3.2 | | May 8, 2018 |
| 3.2 | | Amendment to Amended and Restated Certificate of Incorporation of the Registrant | | S-1/A | | 333-224493 | | 3.1.1 | | May 14, 2018 |
| 3.3 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant | | 8-K | | 001-38501 | | 3.1 | | June 28, 2024 |
| 3.4 | | Amended and Restated By-laws of the Registrant | | S-1/A | | 333-224493 | | 3.4 | | May 8, 2018 |
| 4.1 | | Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated December 22, 2017 | | S-1 | | 333-224493 | | 4.1 | | April 27, 2018 |
| 4.2 | | Specimen Stock Certificate evidencing shares of common stock | | S-1/A | | 333-224493 | | 4.2 | | May 14, 2018 |
| 4.3 | | Amended and Restated Warrant to Purchase Stock, by and between Silicon Valley Bank and the Registrant, dated December 22, 2017 | | S-1 | | 333-224493 | | 4.3 | | April 27, 2018 |
| 4.4 | | Description of Capital Stock | | 10-K | | 001-38501 | | 4.4 | | February 27, 2025 |
| 4.5 | | Form of Pre-Funded Warrant | | 8-K | | 001-38501 | | 4.1 | | June 21, 2022 |
| 4.6 | | Form of Pre-Funded Warrant | | 8-K | | 001-38501 | | 4.1 | | October 10, 2024 |
| 4.7* | | Form of Common Stock Purchase Warrant, dated October 24, 2025 | | | | | | | | |
| 4.8* | | Form of Amendment No. 1 to Common Stock Purchase Warrant, dated January 31, 2025 | | | | | | | | |
| 10.1+ | | 2017 Stock Option and Incentive Plan and forms of award agreements thereunder | | S-1 | | 333-224493 | | 10.1 | | April 27, 2018 |
| 10.2+ | | 2018 Stock Option and Incentive Plan and forms of award agreements thereunder | | S-1/A | | 333-224493 | | 10.2 | | May 14, 2018 |
| 10.3+ | | Senior Executive Cash Incentive Bonus Plan | | S-1/A | | 333-224493 | | 10.3 | | May 8, 2018 |
| 10.4+ | | 2018 Employee Stock Purchase Plan | | S-1/A | | 333-224493 | | 10.4 | | May 14, 2018 |
| 10.5+ | | Scholar Rock Holding Corporation 2022 Inducement Equity Plan | | 8.K | | 001-38501 | | 10.2 | | June 21, 2022 |
| 10.6+ | | Amendment No. 1 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated September 4, 2022 | | S-8 | | 333-268327 | | 99.2 | | November 14, 2022 |
| 10.7+ | | Amendment No. 2 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated February 3, 2023 | | 10-K | | 001-38501 | | 10.7 | | March 7, 2023 |
| 10.8+ | | Amendment No. 3 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated January 25, 2024 | | 10-K | | 001-38501 | | 10.8 | | March 19, 2024 |
| 10.9+ | | Amendment No. 4 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated November 9, 2024 | | S-8 | | 333-283120 | | 99.7 | | November 12, 2024 |
| 10.10+ | | Amendment No. 5 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated February 6, 2025 | | S-8 | | 333-285307 | | 99.8 | | February 27, 2025 |
| 10.11+ | | Form of Performance Based Restricted Stock Unit Agreement under the 2018 Stock Option and Incentive Plan. | | 10-Q | | 001-38501 | | 10.7 | | August 6, 2025 |
| 10.12+ | | Form of Performance Based Restricted Stock Unit Agreement under the Scholar Rock Holding Corporation 2022 Inducement Equity Plan, as amended. | | 10-Q | | 001-38501 | | 10.8 | | August 6, 2025 |
| 10.13+ | | Form of Indemnification Agreement | | S-1/A | | 333-224493 | | 10.5 | | May 14, 2018 |
| 10.14† | | Exclusive License Agreement by and between the Registrant, and Children’s Medical Center, dated as December 16, 2013 | | S-1 | | 333-224493 | | 10.6 | | April 27, 2018 |
| 10.15 | | Lease Agreement by and between BMR-Rogers Street LLC and Scholar Rock, Inc., dated November 5, 2019.Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the Securities and Exchange Commission upon request. | | 10-Q | | 001-38501 | | 10.2 | | November 12, 2019 |
| 10.16 | | Loan and Security Agreement, dated October 16, 2020, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-K | | 001-38501 | | 10.26 | | March 9, 2021 |
| 10.17 | | First Amendment to Loan and Security Agreement, dated November 16, 2021, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-K | | 001-38501 | | 10.27 | | March 7, 2022 |
| 10.18 | | Second Amendment to Loan and Security Agreement, dated November 10, 2022, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-K | | 001-38501 | | 10.26 | | March 7, 2023 |
| 10.19 | | Third Amendment to Loan and Security Agreement, dated April 18, 2023, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-Q | | 001-38501 | | 10.1 | | August 9, 2023 |
| 10.20 | | Fourth Amendment to Loan and Security Agreement, dated May 27, 2024, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-Q | | 001-38501 | | 10.2 | | August 8, 2024 |
| 10.21+ | | Employment Agreement, by and between Scholar Rock, Inc. and Jing Marantz, dated November 7, 2022. | | 8-K | | 001-38501 | | 10.1 | | November 9, 2022 |
| 10.22+ | | Amended and Restated Employment Agreement, by and between Scholar Rock, Inc. and Junlin Ho dated March 1, 2023. | | 10-K | | 001-38501 | | 10.31 | | March 7, 2023 |
| 10.23+ | | Employment Agreement, by and between Scholar Rock, Inc. and Tracey Sacco, dated February 1, 2023. | | 10-K | | 001-38501 | | 10.32 | | March 19, 2024 |
| 10.24+ | | Amended and Restated Employment Agreement, dated October 2, 2024 by and between Scholar Rock, Inc. and Erin Moore. | | 10-Q | | 001-38501 | | 10.4 | | May 14, 2024 |
| 10.25††+ | | Employment Agreement, dated April 27, 2025 by and between Scholar Rock, Inc. and David Hallal. | | 10-Q | | 001-38501 | | 10.2 | | August 6, 2025 |
| 10.26††+ | | Employment Agreement, dated April 27, 2025 by and between Scholar Rock, Inc. and Akshay Vaishnaw. | | 10-Q | | 001-38501 | | 10.3 | | August 6, 2025 |
| 10.27††+ | | Employment Agreement, dated April 27, 2025 by and between Scholar Rock, Inc. and R. Keith Woods. | | 10-Q | | 001-38501 | | 10.4 | | August 6, 2025 |
| 10.28††+ | | Employment Agreement, dated April 27, 2025 by and between Scholar Rock, Inc. and Vikas Sinha. | | 10-Q | | 001-38501 | | 10.5 | | August 6, 2025 |
| 10.29††+ | | Transitional Services Agreement, dated May 27, 2025 by and between Scholar Rock, Inc. and Jay T. Backstrom. | | 10-Q | | 001-38501 | | 10.6 | | August 6, 2025 |
| 10.30†† | | Amended and Restated Loan and Security Agreement, dated February 10, 2025, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC. | | 10-K | | 001-38501 | | 10.25 | | February 27, 2025 |
| 10.31†† | | Third Amended and Restated Loan and Security Agreement, dated September 19, 2025, by and between the Registrant and Oxford Finance LLC | | 10-Q | | 001-38501 | | 10.1 | | November 14, 2025 |
| 10.32 | | Separation Agreement and Release by and between Scholar Rock, Inc. and Edward H. Myles, dated January 28, 2025. | | 8-K | | 001-38501 | | 10.1 | | January 29, 2025 |
| 10.33 | | Scholar Rock Holding Corporation Amended and Restated Non-employee Director Compensation Policy | | 10-Q | | 001-38501 | | 10.9 | | August 6, 2025 |
| 10.34* †† | | Financing Agreement by and among the Registrant, Scholar Rock, Inc., Scholar Rock U.S. Operations, Inc., Scholar Rock Foreign Holdings, Inc., LSI Financing LLC and various lenders from time to time party hereto, dated February 27, 2026. | | | | | | | | |
| 16.1 | | Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission, dated May 12, 2025 | | 8-K | | 001-38501 | | 16.1 | | May 12, 2025 |
| 19 | | Scholar Rock Holding CorporationStatement of Company Policy on Insider Trading and Disclosure | | 10-K | | 001-38501 | | 19 | | February 27, 2025 |
| 21.1* | | Subsidiaries of the Registrant | | | | | | | | |
| 23.1* | | Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP). | | | | | | | | |
| 23.2* | | Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP). | | | | | | | | |
| 24.1* | | Power of Attorney (included on the signature page to this report). | | | | | | | | |
| 31.1* | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 31.2* | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 32.1** | | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 97# | | Compensation Recovery Policy | | 10-K | | 001-38501 | | 97 | | March 19, 2024 |
| 101.INS | | Inline XBRL Instance Document | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| 104* | | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) | | | | | | | | |
- Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
- Indicates a management contract or compensatory plan.
† Confidential treatment has been granted for certain portions of this exhibit. These portions have been omitted and filed separately with the SEC.
†† Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of the Securities and Exchange Commission.
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