SDGR insider sale: CMO executes 1,395-share tax sale via 10b5-1

Rhea-AI Filing Summary

Schrodinger, Inc. (SDGR) reported an insider transaction by its Chief Medical Officer, Margaret Dugan. On 10/16/2025, she sold 1,395 shares of common stock at $21.066 per share, coded “S.”

The filing states the sale was executed under a Rule 10b5-1 automatic instruction adopted on November 13, 2023, and was a broker-assisted sale to cover withholding taxes upon the vesting of restricted stock units. Following the sale, she beneficially owns 24,574 shares, which include 20,000 unvested RSUs. Ownership is listed as direct.

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).

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^*

Dugan Margaret

(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)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2025

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	10/16/2025		S(1)		1,395	D	$21.066	24,574(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

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 November 13, 2023, and 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. Includes 20,000 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Margaret Dugan	10/17/2025
	** 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 did Schrodinger (SDGR) disclose in this Form 4?

The Chief Medical Officer, Margaret Dugan, sold 1,395 shares of common stock on 10/16/2025 at $21.066 per share.

Was the SDGR insider sale discretionary?

No. The filing states it was under a Rule 10b5-1 automatic instruction and broker-assisted to satisfy withholding taxes on RSU vesting.

How many SDGR shares does the insider hold after the transaction?

Beneficial ownership is 24,574 shares following the sale.

How many unvested RSUs does the insider hold at SDGR?

Holdings include 20,000 unvested RSUs.

What is the insider’s role at Schrodinger (SDGR)?

The reporting person is the Chief Medical Officer.

What was the transaction code on the Form 4?

The transaction was coded S (open market or private sale).