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Schrödinger (NASDAQ: SDGR) director receives new RSU and stock option awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Schrödinger, Inc. director Michael Lynton received new equity awards as part of his compensation. He was granted 8,141 restricted stock units under the company’s 2022 Equity Incentive Plan, each representing one share of common stock. These RSUs vest on the earlier of the twelve‑month anniversary of the June 22, 2026 grant date or the next annual shareholder meeting, subject to continued service, and settlement is deferred until separation from service or certain change in control events.

He also received a stock option covering 13,313 shares of common stock at an exercise price of $15.23 per share, vesting on the same schedule. Following these grants, he directly holds 25,388 shares of common stock, including the 8,141 unvested RSUs, and 13,313 stock options that expire on June 22, 2036.

Positive

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Insider Lynton Michael
Role null
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 13,313 $0.00 --
Grant/Award Common Stock 8,141 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 13,313 shares (Direct, null); Common Stock — 25,388 shares (Direct, null)
Footnotes (1)
  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 22, 2026 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. Includes 8,141 unvested RSUs. The option was granted on June 22, 2026 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.
RSUs granted 8,141 RSUs Equity award granted June 22, 2026 under 2022 Equity Incentive Plan
Options granted 13,313 options Stock option grant on June 22, 2026
Option exercise price $15.23 per share Strike price for 13,313-share stock option
Shares after transaction 25,388 shares Total common shares directly held following equity grants
Option expiration June 22, 2036 Expiration date of 13,313-share stock option grant
Unvested RSUs included 8,141 RSUs Unvested RSUs included in post-transaction share total
restricted stock units financial
"Grant of restricted stock units ("RSUs") under the Issuer's 2022 Equity Incentive Plan, as amended."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2022 Equity Incentive Plan financial
"Grant of restricted stock units ("RSUs") under the Issuer's 2022 Equity Incentive Plan, as amended."
stock option financial
"The option was granted on June 22, 2026 under the Issuer's 2022 Equity Incentive Plan, as amended."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
change in control events financial
"The settlement of such RSUs will be deferred until the earlier of ... or (ii) certain change in control events."
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SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Lynton Michael

(Last)(First)(Middle)
C/O SCHRODINGER, INC.,
1540 BROADWAY, 24TH FLOOR

(Street)
NEW YORK NEW YORK 10036

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Schrodinger, Inc. [ SDGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock(1)06/22/2026A8,141A$025,388(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$15.2306/22/2026A13,313 (3)06/22/2036Common Stock13,313$013,313D
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 22, 2026 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 8,141 unvested RSUs.
3. The option was granted on June 22, 2026 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 Michael Lynton06/23/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Schrodinger (SDGR) director Michael Lynton report on this Form 4?

Michael Lynton reported receiving equity awards from Schrodinger as compensation. He was granted restricted stock units and stock options under the 2022 Equity Incentive Plan, both vesting over about one year, rather than buying or selling shares in the open market.

How many RSUs did Michael Lynton receive from Schrodinger (SDGR)?

He received 8,141 restricted stock units. Each RSU represents a contingent right to one share of Schrodinger common stock, subject to vesting conditions and deferred settlement until separation from service or certain change in control events described in the award terms.

What are the terms of Michael Lynton’s new stock options at Schrodinger (SDGR)?

He received a stock option covering 13,313 shares of Schrodinger common stock at an exercise price of $15.23 per share. The option vests on the earlier of the twelve‑month anniversary of June 22, 2026 or the next annual shareholder meeting and expires on June 22, 2036.

When do Michael Lynton’s new RSUs and options at Schrodinger (SDGR) vest?

Both the RSUs and stock options vest on the twelve‑month anniversary of the June 22, 2026 grant date or, if earlier, on the date of the next annual meeting of stockholders. Vesting is conditioned on Mr. Lynton’s continued service with the company.

How many Schrodinger (SDGR) shares does Michael Lynton hold after these grants?

After the grants, he directly holds 25,388 shares of Schrodinger common stock, which include 8,141 unvested restricted stock units. He also holds stock options for 13,313 additional shares, subject to vesting and future exercise at the stated strike price.

Do the Schrodinger (SDGR) RSUs granted to Michael Lynton settle immediately at vesting?

No, settlement of the RSUs is deferred. Shares are delivered on the earlier of the 30th day after Mr. Lynton’s separation from service or upon certain change in control events, even though vesting generally occurs around the next annual meeting or one year from grant.