Schrodinger Board Member Thornberry Granted Options and RSUs Worth Over $300,000

Rhea-AI Filing Summary

Schrodinger (SDGR) director Nancy Thornberry reported two significant equity compensation grants on June 18, 2025:

• 5,997 Restricted Stock Units (RSUs) granted under the 2022 Equity Incentive Plan, bringing total beneficial ownership to 17,247 shares. RSUs vest after 12 months or by the next annual stockholder meeting, with settlement deferred until separation from service or change in control.
• 9,341 Stock Options with a $21.05 exercise price, expiring June 18, 2035. Options follow the same vesting schedule as the RSUs.

These grants represent standard director compensation aligned with the company's equity incentive plan. The transaction was executed directly, with no indirect ownership reported. All securities were acquired at $0 cost as part of director compensation.

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).

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^*

Thornberry Nancy

(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. The settlement of such RSUs will be deferred until the earlier of (i) the 30th day following the reporting person's separation from service from the Issuer or (ii) certain change in control events.

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 Nancy Thornberry	06/20/2025
	** 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 stock compensation did SDGR director Nancy Thornberry receive on June 18, 2025?

Nancy Thornberry received two forms of stock compensation on June 18, 2025: (1) 5,997 restricted stock units (RSUs) that vest after 12 months, and (2) stock options to purchase 9,341 shares at an exercise price of $21.05, which also vest after 12 months.

When do Nancy Thornberry's SDGR RSUs granted in June 2025 vest?

The RSUs vest on the twelve-month anniversary of the grant date (June 18, 2025) or, if earlier, at the next annual meeting of stockholders following the grant date. Settlement of the RSUs is deferred until either 30 days after separation from service or upon certain change in control events.

What is the exercise price and expiration date of SDGR stock options granted to Nancy Thornberry?

The stock options were granted with an exercise price of $21.05 per share and expire on June 18, 2035, ten years from the grant date.

How many SDGR shares does Nancy Thornberry beneficially own after the June 2025 grants?

Following the reported transactions, Nancy Thornberry beneficially owns 17,247 shares directly (including 5,997 unvested RSUs) plus options to purchase an additional 9,341 shares.