Director at Schrodinger (NASDAQ: SDGR) exercises 160,527 stock options

Rhea-AI Filing Summary

Schrodinger, Inc. director Richard Friesner exercised stock options that converted into 160,527 shares of common stock. The options, granted on May 11, 2016, were fully vested and were exercised at a price of $3.07 per share.

Following the transaction, Friesner directly owned 682,224 shares of Schrodinger common stock, which includes 5,997 unvested restricted stock units. He also had indirect ownership of 694,925 shares through the RF 2018 grantor retained annuity trust and 28,328 shares held by his spouse.

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 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)
03/02/2026

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	03/02/2026		M		160,527	A	$3.07	682,224(1)	D
Common Stock								694,925	I	By grantor retained annuity trust(2)
Common Stock								28,328	I	By spouse

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)	$3.07	03/02/2026		M			160,527	(3)	05/10/2026	Common Stock	160,527	$0	0	D

Explanation of Responses:

1. Includes 5,997 unvested RSUs.

2. These shares are owned directly by the RF 2018 GRAT (the "Trust"), a grantor retained annuity trust, and indirectly by Dr. Friesner as trustee and sole annuitant of the Trust.

3. The option was granted on May 11, 2016 and and is fully vested.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Richard Friesner	03/03/2026
	** 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 Schrodinger (SDGR) director Richard Friesner report?

Richard Friesner reported exercising stock options that converted into 160,527 Schrodinger (SDGR) common shares. The options were fully vested, granted in 2016, and exercised at $3.07 per share, increasing his directly held common stock position at the company.

At what price were Richard Friesner’s Schrodinger (SDGR) stock options exercised?

The Schrodinger (SDGR) stock options were exercised at $3.07 per share. These fully vested options, originally granted on May 11, 2016, resulted in the acquisition of 160,527 common shares through a derivative exercise rather than an open-market purchase.

How many Schrodinger (SDGR) shares does Richard Friesner own directly after this filing?

After the reported transactions, Richard Friesner directly owns 682,224 Schrodinger (SDGR) common shares. This direct position includes 5,997 unvested restricted stock units, reflecting both his exercised options and existing equity awards in the company.

What indirect Schrodinger (SDGR) holdings are associated with Richard Friesner?

Indirectly, Richard Friesner is associated with 694,925 Schrodinger (SDGR) shares held by the RF 2018 grantor retained annuity trust and 28,328 shares held by his spouse. These positions are reported as indirect beneficial ownership in the filing.

What is the RF 2018 grantor retained annuity trust mentioned in the Schrodinger (SDGR) filing?

The RF 2018 grantor retained annuity trust is a vehicle that directly owns 694,925 Schrodinger (SDGR) shares. It is a grantor retained annuity trust where Richard Friesner is reported as trustee and sole annuitant, giving him indirect beneficial ownership of those shares.

Do Richard Friesner’s Schrodinger (SDGR) holdings include unvested RSUs?

Yes, Richard Friesner’s direct Schrodinger (SDGR) holdings include 5,997 unvested restricted stock units. These RSUs form part of his total directly reported share count of 682,224 common shares following the option exercise transaction.