Schrödinger Insider Grant Adds 17K Shares to Director’s Holdings

Rhea-AI Filing Summary

Schrödinger, Inc. (SDGR) – Form 4 insider filing dated 20-Jun-2025

Director Arun Oberoi reported two equity awards granted on 18-Jun-2025 under the company’s 2022 Equity Incentive Plan:

• 5,997 Restricted Stock Units (RSUs) (Transaction code “A”, price $0). All RSUs vest on the earlier of 12-month anniversary or the next annual shareholder meeting, subject to continued service.
• 9,341 stock options with an exercise price of $21.05, expiring 18-Jun-2035. The option vesting schedule mirrors the RSUs.

After the grant, Oberoi’s direct beneficial ownership increases to 17,247 common shares, which includes the 5,997 unvested RSUs. No shares were sold or disposed of; the filing reflects a routine, non-cash compensation grant intended to align director incentives with shareholder interests. The incremental dilution is de-minimis in the context of Schrödinger’s total share count and is unlikely to materially affect valuation.

Positive

• No insider selling: the filing records only equity grants, signalling confidence rather than profit-taking.
• Enhanced alignment: RSUs and options tie director compensation directly to future share performance.

Negative

• Slight dilution: issuance of 15,338 new equity instruments marginally increases share count, though impact is minimal.

Insights

Financial Analyst

TL;DR: Routine equity award; insider ownership up by 15k+ shares, no sales, neutral valuation impact.

The Form 4 shows standard board compensation: 5,997 RSUs and 9,341 options at $21.05 granted to Director Arun Oberoi. Because the awards were issued at no cash cost (RSUs) or at-the-money (options) and there were no dispositions, the transaction modestly increases insider alignment without signalling any bearish sentiment. Total direct holdings rise to 17,247 shares—immaterial versus SDGR’s ~70 m share base (not disclosed here but public). Net dilution is negligible and the vesting timetable is a typical one-year cliff. Investors should view the filing as neutral: it neither alters earnings power nor signals a strategic shift.

Corporate Governance Specialist

TL;DR: Standard incentive grant supports director retention; governance implications minimal.

The compensation structure—annual RSU plus option grant—mirrors prevailing governance practices for mid-cap biotech/tech companies. The one-year cliff aligns the director’s tenure with shareholder oversight at the next AGM. There is no evidence of preferential pricing or accelerated vesting, indicating adherence to plan provisions and Rule 10b5-1 safeguards. Because the grant is modest and fully disclosed, governance risk remains low. Overall impact on shareholder rights and dilution is immaterial.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

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^*

OBEROI ARUN

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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(1)	06/18/2025		A		5,997	A	$0	17,247(2)	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
Stock Option (right to buy)	$21.05	06/18/2025		A		9,341		(3)	06/18/2035	Common Stock	9,341	$0	9,341	D

Explanation of Responses:

1. Grant of restricted stock units ("RSUs") under the Issuer's 2022 Equity Incentive Plan, as amended. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs were granted on June 18, 2025 and shall vest on the twelve-month anniversary of the date of grant of the award (or, if earlier, the date of the next annual meeting of stockholders following the date of grant of the award), subject to continued service.

2. Includes 5,997 unvested RSUs.

3. The option was granted on June 18, 2025 under the Issuer's 2022 Equity Incentive Plan, as amended. The award shall vest on the twelve-month anniversary of the date of grant of the award (or, if earlier, the date of the next annual meeting of stockholders following the date of grant of the award), subject to continued service.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Arun Oberoi	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did SDGR director Arun Oberoi report in the latest Form 4?

He received 5,997 RSUs and 9,341 stock options on 18-Jun-2025; no shares were sold.

When do the 5,997 RSUs granted to Arun Oberoi vest?

They vest after 12 months, or sooner if the next annual shareholder meeting occurs earlier, subject to continued service.

What is the exercise price and expiration date of the new SDGR stock options?

The options carry a $21.05 exercise price and expire on 18-Jun-2035.

How many SDGR shares does Arun Oberoi own after the reported transactions?

He directly owns 17,247 shares, including the newly granted unvested RSUs.

Did the Form 4 indicate any insider sales of SDGR stock?

No. The filing shows only acquisitions; there were no dispositions reported.