Schrodinger (SDGR) executive granted 48,500 options and sells shares for taxes

Rhea-AI Filing Summary

Schrodinger, Inc. executive Karen Akinsanya reported several equity awards and a small sale of shares. On March 2, 2026, she received a stock option for 48,500 shares and multiple grants or vesting events of common stock and restricted stock units under company equity plans, with future vesting stretching through 2030 and tied to performance certifications and continued service. The filing also shows the broker-assisted sale of 2,206 shares of common stock at a weighted average price of $11.992 per share under a pre-established Rule 10b5-1 instruction, executed solely to cover withholding taxes from performance-based RSU vesting and described as non-discretionary.

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^*

Akinsanya Karen

(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)
	See Remarks

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		24,250	A	$0	39,875	D
Common Stock	03/02/2026		A(2)		6,077	A	$0	45,952	D
Common Stock	03/02/2026		A(3)		27,576	A	$0	73,528	D
Common Stock	03/02/2026		S(4)		2,206	D	$11.992(5)	71,322(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		48,500		(7)	03/02/2036	Common Stock	48,500	$0	48,500	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 $11.70 to $12.28, 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 67,451 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:

President, Head of Therapeutics R&D and Chief Strategy Officer, Partnerships

	/s/ Donald Shum, as attorney-in-fact for Karen Akinsanya	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).
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FAQ

What did Schrodinger (SDGR) executive Karen Akinsanya report in this Form 4?

Karen Akinsanya reported new equity awards and a small share sale. She received a 48,500-share stock option plus additional stock and RSU-related awards, and sold 2,206 shares to cover tax withholding linked to performance-based RSU vesting.

How many Schrodinger (SDGR) stock options were granted to Karen Akinsanya?

She was granted a stock option covering 48,500 shares of Schrodinger common stock. The option was granted on March 2, 2026 and is scheduled to vest 25% on March 2, 2027, with the remaining shares vesting in equal monthly installments through March 2, 2030.

What restricted stock unit (RSU) activity was disclosed for Schrodinger (SDGR) in this filing?

The filing notes grants and vesting of RSUs and performance-based RSUs. Some RSUs vest annually from March 9, 2027 through March 9, 2030, while certain PRSUs vest based on certified performance metrics and the future filing of Schrodinger’s Form 10-K for 2026.

Why did Karen Akinsanya sell 2,206 shares of Schrodinger (SDGR) stock?

The 2,206-share sale was executed to satisfy withholding tax obligations from vesting performance-based RSUs. It occurred under a durable Rule 10b5-1 trading instruction adopted in March 2023 and is specifically described as a broker-assisted, non-discretionary transaction rather than a voluntary open-market trade.

At what prices were the 2,206 Schrodinger (SDGR) shares sold by Karen Akinsanya?

The reported weighted average sale price was $11.992 per share. Footnote disclosure states these shares were sold in multiple transactions at prices ranging from $11.70 to $12.28, and detailed trade breakdowns are available from the reporting person upon request.

What future vesting conditions apply to Karen Akinsanya’s Schrodinger (SDGR) PRSUs?

Certain performance-based RSUs vest only after the compensation committee certifies achievement of performance metrics and, for one grant, upon Schrodinger’s filing of its Form 10-K for the year ended December 31, 2026, assuming Karen Akinsanya’s continued service with the company throughout that period.