Schrodinger (SDGR) director restructures over 1.3M shares through family trust gifts

Rhea-AI Filing Summary

Schrodinger, Inc. director Richard Friesner reported estate-planning transfers involving Schrodinger common stock. Two bona fide gifts totaling 1,358,746 shares were made on June 26, 2026 through entities described as the RF 2018 GRAT and a grantor retained annuity trust, with shares now held by the RF 2018 Family Trust and similar vehicles rather than sold on the market.

Following these changes, Friesner is shown as directly owning 705,917 shares of common stock, which include 8,141 unvested RSUs and 2,335 shares transferred from the RF 2018 GRAT. An additional 28,328 shares are reported as indirectly owned through his spouse. Shares held by the Family Trust, where his spouse is a trustee and his children are beneficiaries, are reported with a disclaimer of beneficial ownership except for any pecuniary interest.

Insights

Equity compensation and governance analyst

Large Schrodinger share movements reflect trust restructuring and gifts, not market selling.

The Form 4 shows 1,358,746 shares treated as bona fide gifts tied to the termination of the RF 2018 GRAT and transfers to the RF 2018 Family Trust. No open-market sales or option exercises are reported, and transaction prices are listed at $0.0000 per share.

Friesner’s direct holdings rise to 705,917 shares, including 8,141 unvested RSUs and 2,335 shares reclassified from indirect to direct ownership. Additional indirect holdings include 28,328 shares held by his spouse and shares in the Family Trust, where he disclaims beneficial ownership beyond any pecuniary interest.

Because these are non-cash gifts and trust-related transfers, they are best interpreted as estate and ownership-structure adjustments rather than signaling a change in sentiment toward Schrodinger stock. The economic impact depends on how these entities and beneficiaries manage their positions over time.

Insider Trade Summary

1,358,746 shares gifted

Mixed 4 txns

Insider Friesner Richard

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	679,373	$0.00	--
Gift	Common Stock	679,373	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, By grantor retained annuity trust); Common Stock — 705,917 shares (Direct, null)

Footnotes (1)

1. Upon termination of the RF 2018 GRAT, 679,373 of the shares were transferred on June 26, 2026 to the RF 2018 Family Trust (the "Family Trust"). The remaining shares have been distributed to Dr. Friesner, trustee and sole annuitant of the RF 2018 GRAT, and are reported in this Form 4 as directly owned. These shares are held by the Family Trust, of which Dr. Friesner's spouse is a trustee and Dr. Friesner's children are the beneficiaries. Dr. Friesner disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Includes 8,141 unvested RSUs and 2,335 shares that were transferred from the RF 2018 GRAT to Dr. Friesner but were previously incorrectly reported as indirectly owned.

Key Figures

Total gifted shares: 1,358,746 shares Direct holdings after transactions: 705,917 shares Indirect spouse holdings: 28,328 shares +4 more

7 metrics

Total gifted shares 1,358,746 shares Bona fide gifts of common stock on June 26, 2026

Direct holdings after transactions 705,917 shares Common stock directly owned by Richard Friesner after transfers

Indirect spouse holdings 28,328 shares Common stock held indirectly through spouse

Family Trust holdings 679,373 shares Common stock held by RF 2018 Family Trust

Unvested RSUs included 8,141 RSUs Unvested RSUs counted within direct holdings

Reclassified direct shares 2,335 shares Shares moved from RF 2018 GRAT and corrected from indirect to direct

Gift transaction price $0.0000 per share Price per share for bona fide gift entries

Key Terms

bona fide gift, grantor retained annuity trust, unvested RSUs, beneficial ownership, +1 more

5 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift" for the G-coded entries"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

grantor retained annuity trust financial

"nature_of_ownership: "By grantor retained annuity trust""

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

unvested RSUs financial

"Includes 8,141 unvested RSUs and 2,335 shares that were transferred"

beneficial ownership financial

"Dr. Friesner disclaims beneficial ownership of these securities except"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:40 PM Accepted by SEC EDGAR 06/29/2026 - 04:39 PM Learn about SEC filing dates

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^*

Friesner Richard

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		G		679,373	D	$0	0(1)	I	By grantor retained annuity trust
Common Stock	06/26/2026		G		679,373	A	$0	679,373(1)(2)	I	By the RF 2018 Family Trust
Common Stock								28,328	I	By spouse
Common Stock								705,917(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. Upon termination of the RF 2018 GRAT, 679,373 of the shares were transferred on June 26, 2026 to the RF 2018 Family Trust (the "Family Trust"). The remaining shares have been distributed to Dr. Friesner, trustee and sole annuitant of the RF 2018 GRAT, and are reported in this Form 4 as directly owned.

2. These shares are held by the Family Trust, of which Dr. Friesner's spouse is a trustee and Dr. Friesner's children are the beneficiaries. Dr. Friesner disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Includes 8,141 unvested RSUs and 2,335 shares that were transferred from the RF 2018 GRAT to Dr. Friesner but were previously incorrectly reported as indirectly owned.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Richard Friesner	06/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What does the latest Form 4 for Schrodinger (SDGR) report about Richard Friesner?

The Form 4 shows Richard Friesner reporting trust-related stock transfers and gifts, not market sales. It reflects estate-planning moves, including termination of the RF 2018 GRAT and transfers of Schrodinger common stock to the RF 2018 Family Trust and similar vehicles.

How many Schrodinger (SDGR) shares were transferred as gifts in this Form 4?

The filing reports bona fide gifts totaling 1,358,746 shares of Schrodinger common stock. These gifts were made via trusts associated with Richard Friesner, including an RF 2018 GRAT structure, and are non-cash transfers rather than open-market sales of the company’s stock.

What are Richard Friesner’s direct Schrodinger (SDGR) holdings after the reported transactions?

After the reported transactions, Richard Friesner directly owns 705,917 shares of Schrodinger common stock. This direct position includes 8,141 unvested RSUs and 2,335 shares that moved from the RF 2018 GRAT and were previously misclassified as indirectly owned.

What indirect Schrodinger (SDGR) holdings linked to Richard Friesner are disclosed?

The Form 4 lists 28,328 shares held indirectly through his spouse and additional shares held by the RF 2018 Family Trust. The filing notes his spouse is a trustee and his children are beneficiaries, and he disclaims beneficial ownership except to the extent of any pecuniary interest.

Does this Schrodinger (SDGR) Form 4 show any open-market stock sales or purchases?

No open-market sales or purchases are reported. The only transactions coded are bona fide gifts at a stated price of $0.0000 per share. The remaining entries are updated holdings that reflect how Schrodinger shares are allocated among Richard Friesner, his spouse, and related trusts.

What is the significance of unvested RSUs in Richard Friesner’s Schrodinger (SDGR) holdings?

The filing states that 8,141 unvested RSUs are included in Friesner’s direct Schrodinger holdings. RSUs are stock-based compensation that vest over time, so including them clarifies that part of his direct position consists of equity awards that have not yet fully vested.