Schrodinger Boosts Director Compensation with New Equity Awards

Rhea-AI Filing Summary

Schrodinger Director Jeffrey Chodakewitz reported two significant equity transactions on June 18, 2025:

• Received 5,997 Restricted Stock Units (RSUs) at $0, bringing total beneficial ownership to 17,247 shares. RSUs vest after 12 months or by next annual stockholder meeting, with settlement deferred until separation from service or change in control.
• Granted stock options to purchase 9,341 shares at an exercise price of $21.05 per share, expiring June 18, 2035. Options follow the same vesting schedule as RSUs.

Both awards were granted under the company's 2022 Equity Incentive Plan. The transactions represent standard board of director compensation, with vesting contingent on continued service. The Form 4 was filed by Donald Shum as attorney-in-fact on June 20, 2025.

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^*

Chodakewitz Jeffrey

(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 Jeffrey Chodakewitz	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider trading activity occurred at SDGR on June 18, 2025?

On June 18, 2025, SDGR director Jeffrey Chodakewitz received two equity grants: 5,997 restricted stock units (RSUs) and stock options to purchase 9,341 shares at an exercise price of $21.05. The RSUs and options will vest on the twelve-month anniversary of the grant date or earlier if the next annual stockholder meeting occurs before then.

How many SDGR shares does Jeffrey Chodakewitz own after the June 2025 grants?

Following the reported transactions, Jeffrey Chodakewitz beneficially owns 17,247 shares directly, which includes 5,997 unvested RSUs. Additionally, he holds stock options for 9,341 shares at an exercise price of $21.05.

What is the vesting schedule for SDGR's June 2025 director equity grants?

Both the RSUs and stock options granted to the director will vest on June 18, 2026 (the twelve-month anniversary of the grant date), or if earlier, on the date of the next annual meeting of stockholders. The vesting is subject to continued service as a director.

When will SDGR director Chodakewitz's RSUs be settled into shares?

The RSUs will be settled into shares on the earlier of: (1) the 30th day following Chodakewitz's separation from service from Schrodinger, or (2) upon certain change in control events of the company.

What is the expiration date of SDGR stock options granted to directors in June 2025?

The stock options granted to director Jeffrey Chodakewitz on June 18, 2025 have an expiration date of June 18, 2035, giving them a 10-year term from the grant date.