Schrodinger (SDGR) EVP Lorton auto-sells 1,222 shares to cover RSU taxes

Rhea-AI Filing Summary

Schrodinger, Inc. executive Kenneth Patrick Lorton, EVP, CTO & COO, Software, reported an open-market sale of 1,222 shares of common stock on March 5, 2026. The shares were sold under a pre-arranged Rule 10b5-1 automatic plan to cover withholding taxes from restricted stock unit vesting and were executed as a broker-assisted, non-discretionary transaction at a weighted average price of $12.898 per share. After this sale, Lorton directly held 89,241 shares of common stock, including 49,230 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^*

Lorton Kenneth Patrick

(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, CTO & COO, Software

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		S(1)		1,222	D	$12.898(2)	89,241(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 9, 2023, 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 $12.75 to $12.98, 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 49,230 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Kenneth Patrick Lorton	03/06/2026
	** 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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Schrodinger (SDGR) report for Kenneth Patrick Lorton?

Kenneth Patrick Lorton sold 1,222 shares of Schrodinger common stock. The transaction occurred on March 5, 2026, as an open-market, broker-assisted sale executed under a Rule 10b5-1 automatic plan tied to RSU tax withholding.

At what price were the SDGR shares sold in Kenneth Lorton’s Form 4 filing?

The reported weighted average sale price was $12.898 per share. Footnotes state the 1,222 shares were sold in multiple trades, with prices ranging from $12.75 to $12.98, and full trade breakdowns are available upon request.

Why did Schrodinger executive Kenneth Lorton sell SDGR shares in this Form 4?

The sale was made to satisfy withholding tax liabilities from the vesting of restricted stock units. It was conducted under a durable Rule 10b5-1 automatic sale instruction and is described as a non-discretionary, broker-assisted transaction rather than an elective sale.

How many Schrodinger (SDGR) shares does Kenneth Lorton hold after this reported sale?

Following the 1,222-share sale, Kenneth Lorton directly holds 89,241 shares of Schrodinger common stock. This total includes 49,230 unvested restricted stock units, which remain subject to vesting conditions over time as indicated in the filing footnotes.

What role does Kenneth Patrick Lorton hold at Schrodinger (SDGR)?

Kenneth Patrick Lorton serves as Executive Vice President, Chief Technology Officer, and Chief Operating Officer, Software. His status as a senior officer makes his equity transactions reportable, leading to this Form 4 disclosure of the automatic tax-related share sale.

Was Kenneth Lorton’s SDGR share sale a discretionary trade?

No, the filing states the sale was executed under a durable Rule 10b5-1 automatic sale instruction. It further clarifies the trade was broker-assisted solely to cover RSU-related tax withholding and does not represent a discretionary trading decision by Lorton.