Schrödinger (SDGR) Files Form 4: Ginsberg Receives New Equity Grants

Rhea-AI Filing Summary

On 18 June 2025, Schrödinger, Inc. (SDGR) filed a Form 4 reporting routine director compensation for board member Gary L. Ginsberg. The award package comprises:

• 5,997 restricted stock units (RSUs) granted at no cost; each RSU converts into one common share when settled.
• Stock options for 9,341 shares with a $21.05 exercise price.

Both the RSUs and the options vest on the earlier of (i) the 12-month anniversary of the 18 Jun 2025 grant date or (ii) the next annual shareholder meeting, subject to Ginsberg’s continued board service. Settlement of vested RSUs is deferred until the earlier of (a) 30 days after separation from service or (b) specific change-in-control events.

Following the grant, Ginsberg’s direct beneficial ownership rises to 17,247 common shares (including the newly issued 5,997 unvested RSUs) plus the newly granted option rights. No shares were sold or disposed of, and all transactions were executed at $0 cash cost to the company or insider.

The filing, signed 20 Jun 2025, reflects normal annual director equity awards under the company’s 2022 Equity Incentive Plan and is not expected to have a material impact on Schrödinger’s capital structure or near-term financials.

Insights

Financial Analyst

TL;DR: Routine director grant; aligns incentives, immaterial to valuation, neutral market impact.

The Form 4 shows a standard annual equity package for director Gary Ginsberg. The combined 5,997 RSUs and 9,341 options represent a very small fraction of SDGR’s ~74 million outstanding shares and carry no immediate cash cost. Because vesting requires continued service, the grant modestly reinforces board alignment with shareholders. However, the dilution effect is de minimis and the transaction conveys no new information on operations, earnings, or strategy. As such, I view the filing as neutral for valuation and stock price.

Corporate Governance Expert

TL;DR: Governance-standard equity award; supports alignment, no red flags detected.

This disclosure reflects best-practice governance: annual equity awards awarded under a shareholder-approved 2022 plan, clear vesting terms, and deferred RSU settlement to avoid short-termism. No 10b5-1 trading plan is involved, and the grant size is consistent with peer norms. I do not see any governance concerns or indications of insider sentiment shifts. Overall impact on investors is neutral.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider GINSBERG GARY L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	9,341	$0.00	--
Grant/Award	Common Stock	5,997	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 9,341 shares (Direct); Common Stock — 17,247 shares (Direct)

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 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. Includes 5,997 unvested RSUs. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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^*

GINSBERG GARY L

(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 Gary Ginsberg	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).
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 equity awards did SDGR grant to director Gary Ginsberg on 18 June 2025?

5,997 restricted stock units and stock options for 9,341 shares were granted under the 2022 Equity Incentive Plan.

At what price are the new SDGR options exercisable?

The options carry a $21.05 exercise price per share.

When do the RSUs and options granted to Gary Ginsberg vest?

Both awards vest on the 12-month anniversary of 18 Jun 2025 or the next annual meeting, whichever comes first, subject to continued service.

How many SDGR shares does Gary Ginsberg beneficially own after the transaction?

He now directly owns 17,247 common shares, including the 5,997 unvested RSUs.

Did the Form 4 report any sales of SDGR shares by the director?

No. The filing only reports acquisitions of RSUs and options; no shares were sold or disposed of.