Schrodinger (NASDAQ: SDGR) CEO gets options, sells shares under 10b5-1

Rhea-AI Filing Summary

Schrodinger, Inc. director and President & CEO Farid Ramy reported a mix of equity awards and a small share sale. He received a stock option for 112,500 shares, vesting 25% on March 2, 2027 with the remainder vesting monthly through March 2, 2030, subject to continued service. He also received several grants and vesting events of common stock and performance-based restricted stock units, and now holds common stock that includes 142,009 unvested RSUs. On the same date, he sold 5,560 shares of common stock at a weighted average price of $11.8977 per share under a pre-arranged Rule 10b5-1 plan to cover withholding taxes from PRSU vesting, which the footnotes state was not a discretionary trade.

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^*

Farid Ramy

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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(1)	03/02/2026		A		56,250	A	$0	278,182	D
Common Stock	03/02/2026		A(2)		13,604	A	$0	291,786	D
Common Stock	03/02/2026		A(3)		48,259	A	$0	340,045	D
Common Stock	03/02/2026		S(4)		5,560	D	$11.8977(5)	334,485(6)	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)	$12.15	03/02/2026		A		112,500		(7)	03/02/2036	Common Stock	112,500	$0	112,500	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 March 2, 2026 and will vest in equal installments on each of March 9, 2027, 2028, 2029 and 2030, subject to the reporting person's continued service with the company.

2. Represents the portion of the performance-based restricted stock units ("PRSUs") that were previously granted to the reporting person on February 9, 2023 in connection with the Issuer's annual grant of equity in 2023, that vested on March 2, 2026 following certification by the compensation committee of the Issuer's board of directors of the level of achievement of certain performance metrics for the PRSUs.

3. Represents PRSUs previously granted to the reporting person on March 4, 2024, for which the compensation committee of the Issuer's board of directors certified on March 2, 2026 the level of achievement of the performance metrics for the PRSUs. The PRSUs will vest upon the filing of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2026, subject to the reporting person's continued service with the company.

4. This sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on March 8, 2023, and represents a broker-assisted sale of shares to satisfy the payment of withholding tax liability incurred upon the vesting of PRSUs. The sale does not represent a discretionary trade by the reporting person.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.69 to $12.14, 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 (5) of this Form 4.

6. Includes an aggregate of 142,009 unvested RSUs.

7. The option was granted on March 2, 2026. The shares underlying the option are scheduled to vest with respect to 25% of the shares on March 2, 2027 and the remainder are scheduled to vest in equal monthly installments through March 2, 2030, subject to the reporting person's continued service with the company.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Ramy Farid	03/03/2026
	** 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 equity awards did Schrodinger (SDGR) CEO Farid Ramy receive?

Farid Ramy received a stock option for 112,500 shares and multiple restricted stock unit and performance-based RSU grants. The option vests 25% on March 2, 2027, with the remaining shares vesting in equal monthly installments through March 2, 2030, subject to continued service.

How many Schrodinger (SDGR) shares did the CEO sell in this Form 4?

The CEO reported selling 5,560 shares of Schrodinger common stock. The weighted average sale price was $11.8977 per share across multiple trades, with individual prices ranging from $11.69 to $12.14, according to the weighted-average pricing footnote disclosed in the filing.

Why did Schrodinger (SDGR) CEO Farid Ramy sell 5,560 shares?

The 5,560-share sale was executed under a durable Rule 10b5-1 plan and was broker-assisted to cover withholding tax liabilities from vesting PRSUs. The filing specifies that this transaction was not a discretionary trade by the reporting person but followed the pre-established instructions.

What are the vesting terms of the new Schrodinger (SDGR) stock option grant?

The stock option granted on March 2, 2026 covers 112,500 shares. It vests 25% on March 2, 2027, with the remaining 75% vesting in equal monthly installments through March 2, 2030, provided the CEO continues to serve with the company throughout the vesting period.

How many unvested RSUs does the Schrodinger (SDGR) CEO hold after this filing?

The filing states that the CEO’s holdings include an aggregate of 142,009 unvested restricted stock units. These RSUs represent the right to receive an equivalent number of Schrodinger common shares in the future, subject to applicable time-based or performance-based vesting conditions.

How are Schrodinger (SDGR) performance-based RSUs vesting for the CEO?

Some PRSUs granted in 2023 vested on March 2, 2026 after the compensation committee certified performance. Additional PRSUs granted in 2024 will vest upon filing Schrodinger’s Form 10-K for the year ended December 31, 2026, assuming the CEO’s continued service with the company.