Scholar Rock Holding Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the FiscalYear EndedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period from toCommission File Number:001-38501 SCHOLAR ROCK HOLDING CORPORATION (Exact name of Registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct. Accelerated Filer☐Smaller Reporting Company☒Emerging growth company☐ Large Accelerated Filer☐Non-accelerated Filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act.) Yes☐No☒ As of June30, 2024, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates ofthe registrant was approximately $394.7million based on the closing price of the registrant’s common stock on June30, 2024. The calculation excludes shares of theregistrant’s common stock held by current executive officers, directors and stockholders that the registrant has concluded are affiliates of the registrant. This determination ofaffiliate status is not a determination for other purposes. As of February 24, 2025, there were94,676,763shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with theSecurities and Exchange Commission not later than 120days after the registrant’s fiscalyear ended December31, 2024, are incorporated by reference into PartIII of thisAnnual Report on Form10-K. TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuersPurchases of Equity Securities109Item 6.Reserved109Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations110Item 7A.Quantitative and Qualitative Disclosures about Market Risk121Item 8.Financial Statements and Supplementary Data121Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure121Item 9A.Controls and Procedures121Item 9B.Other Information123Item 9C.Foreign Jurisdictions that Prevent Inspections123 PART III124Item 10.Directors, Executive Officers and Corporate Governance124Item 11.Executive Compensation124Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters124Item 13.Certain Relationships and Related Transactions, and Director Independ