Schrodinger (SDGR) CFO executes 10b5-1 tax sale of 1,631 shares

Rhea-AI Filing Summary

Schrodinger, Inc. EVP & CFO Rachit Jain reported an open-market sale of 1,631 shares of common stock. The sale on March 5, 2026 was executed at a weighted average price of $12.896 per share, with individual trades ranging from $12.75 to $12.98.

According to the disclosure, this sale was made under a durable automatic sale instruction pursuant to Rule 10b5-1 and was a broker-assisted transaction to cover withholding tax obligations arising from the vesting of restricted stock units. The filing notes it was not a discretionary trade by the executive.

After this transaction, Jain directly holds 52,596 shares of Schrodinger common stock, which includes 47,997 unvested restricted stock units.

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).

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^*

Jain Rachit

(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 & CFO

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)		1,631	D	$12.896(2)	52,596(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 3, 2024, 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 47,997 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Rachit Jain	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).
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.

FAQ

What insider transaction did Schrodinger (SDGR) report for EVP & CFO Rachit Jain?

Schrodinger reported that EVP & CFO Rachit Jain sold 1,631 shares of common stock. The sale occurred on March 5, 2026 as an open-market transaction under a Rule 10b5-1 automatic plan, primarily to cover withholding tax from vesting restricted stock units.

At what price did Schrodinger CFO Rachit Jain sell SDGR shares?

The reported weighted average sale price was $12.896 per SDGR share. The filing explains the 1,631 shares were sold in multiple trades at prices ranging from $12.75 to $12.98, and detailed trade breakdowns are available upon request from the parties listed.

Was the Schrodinger (SDGR) CFO’s March 2026 stock sale discretionary?

No, the sale was not a discretionary trade by the Schrodinger CFO. The transaction was executed under a durable automatic sale instruction pursuant to Rule 10b5-1, specifically to satisfy withholding tax liabilities from vesting restricted stock units, as described in the disclosure.

How many Schrodinger (SDGR) shares does CFO Rachit Jain hold after the sale?

After the reported sale, Rachit Jain directly holds 52,596 Schrodinger common shares. The filing states this total includes 47,997 unvested restricted stock units, providing insight into both his current ownership and pending equity-based compensation position.

Why did Schrodinger CFO Rachit Jain sell 1,631 SDGR shares?

The shares were sold to satisfy withholding tax obligations tied to RSU vesting. The disclosure notes the broker-assisted sale was executed under a Rule 10b5-1 automatic instruction and was intended to cover tax liabilities from restricted stock units that had vested.

What trading plan governed the Schrodinger (SDGR) CFO’s March 2026 share sale?

The sale was carried out under a durable automatic sale instruction pursuant to Rule 10b5-1. This plan was adopted on March 3, 2024 and guided the broker-assisted transaction used to cover withholding taxes from the vesting of restricted stock units.