Schrodinger (SDGR) CAO sells 1,383 shares to cover RSU tax via 10b5-1

Rhea-AI Filing Summary

Schrodinger, Inc. Chief Accounting Officer Jenny Herman reported selling a total of 1,383 shares of common stock in two open-market transactions on March 5 and March 6, 2026, at weighted average prices around $12.84 per share. According to the filing, these sales were executed under a pre-established Rule 10b5-1 automatic sale instruction to cover withholding taxes triggered by vesting of restricted stock units, and were not discretionary trades. After these transactions, Herman directly holds 34,804 shares of common stock, which the filing notes includes 22,597 unvested restricted stock units.

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^*

Herman Jenny

(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)
	CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		S(1)		775	D	$12.846(2)	35,412	D
Common Stock	03/06/2026		S(1)		608	D	$12.842(3)	34,804(4)	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 11, 2023, 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 $12.73 to $12.96, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.715 to $12.92, 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 (3) of this Form 4.

4. Includes an aggregate of 22,597 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Jenny Herman	03/06/2026
	** 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 transactions did Schrodinger (SDGR) report for Jenny Herman?

Schrodinger reported that Chief Accounting Officer Jenny Herman sold 1,383 shares of common stock in two open-market transactions on March 5 and 6, 2026. These sales were executed under a Rule 10b5-1 automatic plan to satisfy tax withholding from restricted stock unit vesting.

At what prices did Jenny Herman sell Schrodinger (SDGR) shares?

The reported weighted average sale prices were $12.846 per share for 775 shares on March 5, 2026, and $12.842 per share for 608 shares on March 6, 2026. The filing notes these shares were sold in multiple trades within narrow intraday price ranges.

Was Jenny Herman’s sale of Schrodinger (SDGR) stock discretionary?

The filing states the sales were made under a durable automatic sale instruction pursuant to Rule 10b5-1 adopted on March 11, 2023. It further clarifies the transactions were broker-assisted to cover withholding taxes from RSU vesting and do not represent discretionary trades by Herman.

How many Schrodinger (SDGR) shares does Jenny Herman hold after these sales?

After the reported transactions, Jenny Herman directly holds 34,804 shares of Schrodinger common stock. The disclosure explains this figure includes an aggregate of 22,597 unvested restricted stock units, reflecting both currently owned shares and equity awards that are still vesting.

Why were Schrodinger (SDGR) shares sold by Jenny Herman in this Form 4?

The sales were conducted to satisfy withholding tax liabilities incurred when restricted stock units vested. A pre-arranged Rule 10b5-1 automatic sale instruction directed a broker to sell the necessary shares, so the transactions were related to tax obligations rather than discretionary portfolio decisions.

What is the total number of Schrodinger (SDGR) shares sold in this Form 4?

The Form 4 reports aggregate sales of 1,383 shares of Schrodinger common stock by Jenny Herman. This total consists of 775 shares sold on March 5, 2026, and 608 shares sold on March 6, 2026, both categorized as open-market transactions.