Schrodinger Boosts Director Retention with Mixed Stock and Option Awards

Rhea-AI Filing Summary

Schrodinger Director Receives Equity Compensation

Director Bridget van Kralingen received new equity awards from Schrodinger (SDGR) on June 18, 2025, consisting of:

• 1,499 Restricted Stock Units (RSUs) with a $0 exercise price, bringing total RSU holdings to 11,499 units
• 2,335 Stock Options with an exercise price of $21.05, expiring June 18, 2035

Both awards vest on the earlier of (1) the twelve-month anniversary of the grant date or (2) the next annual stockholder meeting, subject to continued service. RSU settlement is deferred until 30 days after separation from service or a change in control event. The grants were made under the company's 2022 Equity Incentive Plan. This filing represents standard board of director compensation rather than open market transactions.

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^*

van Kralingen Bridget A

(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		1,499	A	$0	11,499(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		2,335		(3)	06/18/2035	Common Stock	2,335	$0	2,335	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 11,499 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 Bridget van Kralingen	06/20/2025
	** 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.
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FAQ

What stock compensation did SDGR director Bridget van Kralingen receive in June 2025?

On June 18, 2025, Bridget van Kralingen received two forms of equity compensation: 1,499 restricted stock units (RSUs) and stock options to purchase 2,335 shares at $21.05 per share. Both the RSUs and options vest on the twelve-month anniversary of the grant date or earlier if the next annual stockholder meeting occurs before then.

When do SDGR director van Kralingen's June 2025 RSUs vest and settle?

The RSUs vest on June 18, 2026 (or earlier if the next annual stockholder meeting occurs first). Settlement is deferred until either (1) 30 days after van Kralingen's separation from service from SDGR, or (2) upon certain change in control events.

What is the exercise price and expiration date of SDGR stock options granted to van Kralingen?

The stock options were granted with an exercise price of $21.05 per share and expire on June 18, 2035, ten years from the grant date. The options were granted under SDGR's 2022 Equity Incentive Plan.

How many unvested RSUs does Bridget van Kralingen own in SDGR after the June 2025 grant?

Following the June 18, 2025 grant, Bridget van Kralingen owns 11,499 unvested restricted stock units (RSUs) of SDGR, which includes the newly granted 1,499 RSUs.