Scholar Rock Holding Corp
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
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10. Equity-Based Compensation
The Company recorded equity-based compensation expense related to all equity-based awards, which was allocated as follows in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||
| Research and development expense | $6,368 | $5,497 | $ | 20,403 | $ | 15,375 |
| Selling, general and administrative expense | 11,543 | 12,834 | 35,415 | 40,802 | ||
| $17,911 | $18,331 | $ | 55,818 | $ | 56,177 | |
During the nine months ended September 30, 2026 and 2025, the Company entered into separation agreements with certain employees. Per the separation terms, certain stock option awards and RSUs were amended and may provide for continued vesting, accelerated vesting, and extended time to exercise vested options. As a result, equity-based compensation expense during the nine months ended September 30, 2026 and 2025 includes $0.3 million and $13.0 million, respectively, related to the modification of certain equity awards.
The following table summarizes the Company’s unrecognized equity-based compensation expense as of September 30, 2026:
| UnrecognizedExpense(in thousands) | Weighted AverageRemaining Periodof Recognition (years) | |
|---|---|---|
| RSUs | $105,734 | 2.7 |
| PSUs | 8,555 | 2.1 |
| Stock options | 62,742 | 2.3 |
| $177,031 |
Restricted Stock Units
The following table summarizes the Company’s RSU activity for the current year:
| Weighted | ||
|---|---|---|
| Average Grant | ||
| Number of Units | Date Fair Value | |
| RSUs as of December 31, 2025 | 3,283,939 | $25.50 |
| Granted | 1,668,580 | $48.05 |
| Vested | (1,033,618) | $23.06 |
| Forfeited | (509,369) | $29.10 |
| RSUs as of September 30, 2026 | 3,409,532 | $36.74 |
The total fair value of RSUs vested during the nine months ended September 30, 2026 and 2025 was $49.0 million and $44.0 million, respectively.
Performance Stock Units
The following table summarizes the Company’s PSU activity for the current year:
| Weighted | ||
|---|---|---|
| Average Grant | ||
| Number of Units | Date Fair Value | |
| PSUs as of December 31, 2025 | 1,100,000 | $28.63 |
| Granted | 625,809 | $43.39 |
| Vested | (275,000) | $30.94 |
| Forfeited | (29,258) | $47.85 |
| PSUs as of September 30, 2026 | 1,421,551 | $34.29 |
The Company has granted various PSUs to certain employees. Depending on the terms of the PSUs and the outcome of the pre-established performance criteria, which may include a market condition, performance condition and/or time-based vesting, the recipient may ultimately earn the target number of PSUs granted or a specified multiple thereof at the end of the vesting period.
The total fair value of PSUs vested during the nine months ended September 30, 2026 was $12.0 million. No PSUs vested during thenine months ended September 30, 2025.
Stock Options
The following table summarizes the Company’s stock option activity for the current year:
| Weighted | ||||
|---|---|---|---|---|
| Average | ||||
| Weighted · RemainingContractual · Aggregate | ||||
| Number of | Average | Term | Intrinsic Value | |
| Shares | Exercise Price | (in years) | (in thousands) | |
| Outstanding as of December 31, 2025 | 7,845,460 | $21.06 | 6.72 | $185,525 |
| Granted | 602,980 | $47.80 | ||
| Exercised | (1,567,194) | $13.12 | ||
| Cancelled | (588,119) | $31.98 | ||
| Outstanding as of September 30, 2026 | 6,293,127 | $24.58 | 7.03 | $152,296 |
| Options exercisable as of September 30, 2026 | 3,718,083 | $19.64 | 6.04 | $109,129 |
Using the Black-Scholes option pricing model, the weighted average grant date fair value of options granted during the nine months ended September 30, 2026 and 2025 was $39.79 and $28.73, respectively.
The following weighted average assumptions were used in determining the fair value of options granted in thenine months ended September 30, 2026 and 2025:
| Nine Months Ended | ||
|---|---|---|
| September 30, | ||
| 2026 | 2025 | |
| Risk-free interest rate | 4.02% | 4.07% |
| Expected dividend yield | 0.0% | 0.0% |
| Expected term (in years) | 6.05 | 6.07 |
| Expected volatility | 106.81% | 108.29% |
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