Schrödinger (NASDAQ: SDGR) gains $57M plus milestones from Ajax deal

Rhea-AI Filing Summary

Schrödinger, Inc. disclosed that it received a cash payment of approximately $57 million in connection with Eli Lilly and Company’s acquisition of Ajax Therapeutics, Inc., a company co-founded by Schrödinger. In addition to this upfront payment, Schrödinger is eligible for further cash payments if Ajax achieves specified clinical and regulatory milestones.

Insights

Biopharma & licensing analyst

Schrödinger gains $57M cash now plus milestone upside from Ajax sale.

Schrödinger reports about $57 million in cash proceeds tied to Eli Lilly’s acquisition of Ajax Therapeutics, which Schrödinger co-founded. This is non-dilutive funding, coming from the monetization of an external equity stake rather than issuing new shares or taking on debt.

The company may also receive additional cash payments if Ajax hits specified clinical and regulatory milestones. These contingent payments depend on Ajax’s future development and approvals, which are inherently uncertain. Investors can look to future company filings for updates on whether any such milestones are reached.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Cash payment received: approximately $57 million

1 metrics

Cash payment received approximately $57 million Proceeds from Eli Lilly’s acquisition of Ajax Therapeutics

Key Terms

Regulation FD Disclosure, clinical and regulatory milestones, Section 18 of the Securities Exchange Act of 1934, Emerging growth company

4 terms

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

clinical and regulatory milestones medical

"eligible to receive additional cash payments upon the achievement by Ajax of specified clinical and regulatory milestones"

Clinical and regulatory milestones are the key steps a medical product must clear as it is tested on patients and reviewed by government health authorities, such as completing major clinical trials, filing safety and effectiveness data, or receiving marketing approval. Investors watch these checkpoints like milestones on a roadmap because each one sharply changes the odds that a product will reach patients and generate revenue, much like a car passing inspection before it can be sold.

Section 18 of the Securities Exchange Act of 1934 regulatory

"shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934"

Emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 04:29 PM Accepted by SEC EDGAR 06/29/2026 - 04:29 PM Learn about SEC filing dates

1540 Broadway24th FloorNew YorkNYFALSE000149097800014909782026-06-292026-06-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2026

________________________________________

Schrodinger, Inc.

(Exact name of Registrant as Specified in Its Charter)

________________________________________

Delaware			001-39206			95-4284541
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
			(Commission File Number)
1540 Broadway, 24th Floor New York, NY						10036
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 295-5800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

SDGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01.    Regulation FD Disclosure.

In connection with the completion of Eli Lilly and Company’s acquisition of Ajax Therapeutics, Inc. (“Ajax”), a company co-founded by Schrödinger, Inc. (the “Company”), the Company received a cash payment of approximately $57 million. The Company is also eligible to receive additional cash payments upon the achievement by Ajax of specified clinical and regulatory milestones.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Schrödinger, Inc.
Date: June 29, 2026			By:			/s/ Yvonne Tran
						Yvonne Tran
						Chief Legal Officer and Corporate Secretary

FAQ

What cash payment did Schrödinger (SDGR) receive from the Ajax transaction?

Schrödinger received a cash payment of approximately $57 million in connection with Eli Lilly and Company’s acquisition of Ajax Therapeutics, Inc. This payment stems from Schrödinger’s role as a co-founder and stakeholder in Ajax.

Why did Schrödinger (SDGR) receive money related to Ajax Therapeutics?

The payment arose because Eli Lilly and Company acquired Ajax Therapeutics, Inc., which was co-founded by Schrödinger. As a co-founder and stakeholder, Schrödinger became entitled to a cash payout when the Ajax acquisition closed.

Is Schrödinger (SDGR) eligible for additional payments from the Ajax deal?

Yes. Schrödinger is eligible to receive additional cash payments if Ajax achieves specified clinical and regulatory milestones. These milestone-linked payments are contingent on Ajax’s future development success and regulatory progress under Eli Lilly’s ownership.

How is the Schrödinger Ajax payment disclosed under Regulation FD?

The payment and milestone eligibility are disclosed under Item 7.01 Regulation FD Disclosure. The information is being furnished, not filed, meaning it is not subject to Section 18 liability or automatically incorporated into other securities filings unless specifically referenced.

Does the Schrödinger (SDGR) Ajax disclosure affect liability under the Exchange Act?

The company states this information is being furnished, not filed, under the Exchange Act. As a result, it is not subject to Section 18 liabilities and is not incorporated into other Securities Act or Exchange Act filings unless expressly referenced.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB