Schrodinger (SDGR) EVP Lorton logs small 925-share 10b5-1 stock sale

Rhea-AI Filing Summary

Schrodinger, Inc. executive Kenneth Patrick Lorton reported a small automatic sale of common stock tied to tax withholding. On 02/10/2026, he sold 925 shares of Schrodinger common stock in an open-market transaction at a weighted average price of $13.7338 per share under a pre-established Rule 10b5-1 plan. The sale was executed by a broker to cover withholding taxes arising from the vesting of restricted stock units and is described as non-discretionary. After this transaction, Lorton directly beneficially owned 52,651 shares of common stock, including 14,543 unvested RSUs.

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).

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^*

Lorton Kenneth Patrick

(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, CTO & COO, Software

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		S(1)		925	D	$13.7338(2)	52,651(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 9, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.625 to $13.8575, 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 14,543 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Kenneth Patrick Lorton	02/12/2026
	** 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 SDGR executive Kenneth Patrick Lorton report?

Kenneth Patrick Lorton reported selling 925 shares of Schrodinger common stock. The sale occurred on February 10, 2026, as an open-market transaction at a weighted average price of $13.7338 per share, primarily to cover tax withholding from restricted stock unit vesting.

Was the SDGR insider sale by Kenneth Patrick Lorton a discretionary trade?

The sale was not discretionary. It was carried out under a durable automatic sale instruction pursuant to Rule 10b5-1 adopted on March 9, 2023, and executed by a broker specifically to satisfy withholding tax liabilities from restricted stock unit vesting.

How many SDGR shares does Kenneth Patrick Lorton own after the reported sale?

After the transaction, Kenneth Patrick Lorton beneficially owned 52,651 shares of Schrodinger common stock. This figure includes 14,543 unvested restricted stock units, which represent share-based awards that remain subject to vesting conditions rather than fully owned, freely tradable shares.

What price did SDGR insider Kenneth Patrick Lorton receive for the sold shares?

The reported price is a weighted average of $13.7338 per share. The 925 shares were sold in multiple trades with individual prices ranging from $13.625 to $13.8575, with the filer offering to provide detailed trade breakdowns upon request to interested parties.

Why did SDGR executive Kenneth Patrick Lorton sell shares on February 10, 2026?

The sale was made to cover withholding tax obligations triggered by the vesting of restricted stock units. A broker executed the trades under Lorton’s pre-established Rule 10b5-1 plan, meaning the transaction followed preset instructions rather than an on-the-spot trading decision.

What role does Kenneth Patrick Lorton hold at Schrodinger, Inc. (SDGR)?

Kenneth Patrick Lorton serves as Executive Vice President, Chief Technology Officer, and Chief Operating Officer, Software. His Form 4 filing reflects his status as an officer of Schrodinger, Inc. and reports changes in his beneficial ownership of the company’s common stock.