Schrodinger Boosts Director Compensation with Fresh Equity Package

Rhea-AI Filing Summary

Schrodinger Director Michael Lynton reported significant equity compensation grants on June 18, 2025, consisting of two main components:

• 5,997 Restricted Stock Units (RSUs) granted under the 2022 Equity Incentive Plan, bringing total beneficial ownership to 17,247 shares. These RSUs vest after 12 months or by the next annual stockholder meeting, with deferred settlement until 30 days after separation or change in control.
• 9,341 Stock Options with a $21.05 exercise price, expiring June 18, 2035. The options follow the same vesting schedule as the RSUs - one year or next annual meeting, subject to continued service.

The Form 4 filing, executed by Donald Shum as attorney-in-fact on June 20, 2025, reflects standard director compensation practices and aligns the director's interests with shareholders through equity-based awards. All securities are held directly with no indirect ownership reported.

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

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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^*

Lynton Michael

(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 Michael Lynton	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 stock options did SDGR director Michael Lynton receive on June 18, 2025?

Michael Lynton received stock options to buy 9,341 shares of SDGR common stock at an exercise price of $21.05. These options were granted under the company's 2022 Equity Incentive Plan and will vest on June 18, 2026 (or earlier if the next annual meeting occurs before then), with an expiration date of June 18, 2035.

How many restricted stock units (RSUs) were granted to Michael Lynton in SDGR's latest Form 4?

According to the Form 4, Michael Lynton was granted 5,997 restricted stock units (RSUs) on June 18, 2025. These RSUs will vest after twelve months or by the next annual stockholder meeting, whichever comes first. After this grant, Lynton's total beneficial ownership includes 17,247 shares, of which 5,997 are unvested RSUs.

When will SDGR director Michael Lynton's new RSUs vest and settle?

The RSUs will vest on June 18, 2026 (or earlier if the next annual meeting occurs before then). However, settlement of the RSUs will be deferred until either: (1) 30 days after Lynton's separation from service from Schrodinger, or (2) upon certain change in control events, whichever occurs first.

What is the total value of SDGR stock options granted to Michael Lynton in June 2025?

Michael Lynton received 9,341 stock options with an exercise price of $21.05 per share. These were granted at $0 cost to Lynton as part of his director compensation under the company's 2022 Equity Incentive Plan. The potential value will depend on SDGR's stock price performance above the $21.05 exercise price through June 18, 2035.