Schrodinger (SDGR) EVP Tran sells 776 shares to cover RSU taxes

Rhea-AI Filing Summary

Schrodinger, Inc. executive Yvonne Tran, EVP, CLO & CPO, sold 776 shares of common stock on 02/10/2026 at a weighted average price of $13.7956. The sale was executed under a durable Rule 10b5-1 automatic instruction to cover withholding taxes from vesting restricted stock units and was not a discretionary trade. Following this transaction, Tran beneficially owned 22,859 shares, including 14,398 unvested RSUs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tran Yvonne

(Last) (First) (Middle)

C/O SCHRODINGER, INC.,

1540 BROADWAY, 24TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Schrodinger, Inc. [ SDGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO & CPO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		S(1)		776	D	$13.7956(2)	22,859(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on March 8, 2023, and represents a broker-assisted sale of shares to satisfy the payment of withholding tax liability incurred upon the vesting of restricted stock units ("RSUs"). The sale does not represent a discretionary trade by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.555 to $13.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) of this Form 4.

3. Includes 14,398 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Yvonne Tran	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Schrodinger (SDGR) report for Yvonne Tran?

Schrodinger reported that EVP, CLO & CPO Yvonne Tran sold 776 shares of common stock on February 10, 2026 at a weighted average price of $13.7956 per share, according to a Form 4 insider filing.

Why did Yvonne Tran sell Schrodinger (SDGR) shares in this Form 4?

The Form 4 states the 776-share sale was made under a durable Rule 10b5-1 automatic plan to satisfy withholding tax liabilities arising from the vesting of restricted stock units, and it was not a discretionary trade by Tran.

What price did Yvonne Tran receive for the Schrodinger (SDGR) shares sold?

The reported weighted average sale price was $13.7956 per share. Footnotes explain the 776 shares were sold in multiple transactions at prices ranging from $13.555 to $13.90, all executed on February 10, 2026.

How many Schrodinger (SDGR) shares does Yvonne Tran own after this transaction?

After the reported sale, Yvonne Tran beneficially owned 22,859 shares of Schrodinger common stock directly. This figure includes 14,398 unvested restricted stock units (RSUs), as disclosed in the Form 4 footnotes.

Was the Yvonne Tran Schrodinger (SDGR) share sale an open-market transaction?

Yes. The Form 4 describes the transaction as an open-market sale of 776 common shares executed by a broker. It was carried out under a Rule 10b5-1 automatic trading instruction to cover tax withholding on RSU vesting.

Does the Form 4 indicate Schrodinger (SDGR) executive Yvonne Tran still holds unvested RSUs?

Yes. The filing specifies that Tran’s post-transaction holdings of 22,859 shares include 14,398 unvested restricted stock units (RSUs), highlighting a significant portion of her equity exposure remains tied to future vesting.