Schrodinger CFO sells 875 shares under plan

Schrodinger, Inc. EVP & CFO Rachit Jain reported selling 875 shares of common stock on July 16, 2026, at a weighted average price of $15.597 per share.

Rhea-AI Filing Summary

Schrodinger, Inc. EVP & CFO Rachit Jain reported selling 875 shares of common stock on July 16, 2026, at a weighted average price of $15.597 per share. The broker-assisted sale was executed under a Rule 10b5-1 durable automatic instruction to satisfy withholding tax liability from vested RSUs and is not a discretionary trade. Following the sale, Jain directly holds 50,877 shares, which include 43,154 unvested RSUs.

Insider Trade Summary 10b5-1

Net Seller: 875 shares

Net Sell 1 txn

Insider Jain Rachit

Role EVP & CFO

Sold 875 shs ($14K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	875	$15.597	$14K

Holdings After Transaction: Common Stock — 50,877 shares (Direct)

Footnotes (3)

1. F1. This sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on March 3, 2024, 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. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.50 to $16.22, 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. F3. Includes 43,154 unvested RSUs.

Key Figures

Shares sold: 875 shares Average sale price: $15.597 per share Sale price range: $15.50 to $16.22 per share +2 more

5 metrics

Shares sold 875 shares Common stock sale on July 16, 2026

Average sale price $15.597 per share Weighted average price across multiple transactions

Sale price range $15.50 to $16.22 per share Range of prices for individual trades in the sale

Shares owned after sale 50,877 shares Direct holdings following the reported transaction

Unvested RSUs included 43,154 RSUs Unvested restricted stock units within post-transaction holdings

Key Terms

Rule 10b5-1, restricted stock units ("RSUs"), weighted average price, withholding tax liability, +1 more

5 terms

Rule 10b5-1 regulatory

"durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units ("RSUs") financial

"withholding tax liability incurred upon the vesting of restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

withholding tax liability financial

"shares to satisfy the payment of withholding tax liability incurred upon the vesting"

broker-assisted sale financial

"represents a broker-assisted sale of shares to satisfy the payment"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Schrodinger (SDGR) CFO Rachit Jain report?

Schrodinger EVP & CFO Rachit Jain reported selling 875 shares of common stock on July 16, 2026, at a weighted average price of $15.597 per share. The transaction is coded as a sale in an open-market or private transaction under Form 4 rules.

Was the SDGR insider sale made under a Rule 10b5-1 trading plan?

Yes. The sale was effected under a durable automatic sale instruction pursuant to Rule 10b5-1, adopted on March 3, 2024. The filing also checks the Rule 10b5-1 box and notes that the sale does not represent a discretionary trade by the reporting person.

Why did Schrodinger (SDGR) CFO sell shares in this Form 4 filing?

The shares were sold to satisfy withholding tax liability incurred upon the vesting of restricted stock units (RSUs). Footnotes explain that this was a broker-assisted sale specifically to cover those tax obligations, rather than a voluntary portfolio adjustment by the executive.

How many Schrodinger (SDGR) shares does Rachit Jain own after the sale?

After the reported transaction, Rachit Jain directly owns 50,877 shares. According to the footnotes, this total includes 43,154 unvested restricted stock units (RSUs), indicating a substantial equity-based compensation position that has not yet fully vested.

At what prices were the SDGR shares sold in this reported transaction?

The reported sale has a weighted average price of $15.597 per share. Footnotes state that individual trades occurred in multiple transactions at prices ranging from $15.50 to $16.22 per share, inclusive, with detailed breakdowns available on request.

Does the SDGR Form 4 sale indicate discretionary trading by the CFO?

No. A footnote explicitly states the sale was executed under a durable automatic Rule 10b5-1 instruction and “does not represent a discretionary trade.” The purpose was to cover tax withholding from RSU vesting, limiting its informational value about management’s market views.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/17/2026 - 05:09 PM EDT Learn about SEC filing dates

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).

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^*

Jain Rachit

(Last) (First) (Middle)

C/O SCHRODINGER, INC.,

1540 BROADWAY, 24TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

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 & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/16/2026		S(1)		875	D	$15.597(2)	50,877(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 3, 2024, 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 $15.50 to $16.22, 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 43,154 unvested RSUs.

Remarks:

	/s/ Elizabeth Schauber, as attorney-in-fact for Rachit Jain	07/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)