Executive at Schrodinger (NASDAQ: SDGR) sells shares under 10b5-1 for RSU tax

Rhea-AI Filing Summary

Schrodinger, Inc. executive Yvonne Tran, EVP, CLO & CPO, reported an open-market sale of common stock linked to tax withholding on vested restricted stock units. On March 5, 2026, she sold 1,094 shares at a weighted average price of $12.895 per share under a pre-arranged Rule 10b5-1 trading plan adopted on March 8, 2023. The sale was a broker-assisted transaction to satisfy withholding tax obligations and did not represent a discretionary trade. Following this transaction, she beneficially owns 52,683 shares of Schrodinger common stock, including 42,191 unvested RSUs.

Insider Trade Summary

Net Seller: 1,094 shares ($14,107)

Net Sell 1 txn

Insider Tran Yvonne

Role EVP, CLO & CPO

Sold 1,094 shs ($14K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,094	$12.895	$14K

Holdings After Transaction: Common Stock — 52,683 shares (Direct)

Footnotes (1)

1. This sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on March 8, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.75 to $13.01, 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. Includes 42,191 unvested RSUs.

Form 4 Insider Transactions: What Each Field Means →

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^*

Tran Yvonne

(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)
	EVP, CLO & CPO

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)		1,094	D	$12.895(2)	52,683(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 8, 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 $12.75 to $13.01, 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 42,191 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Yvonne Tran	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 transaction did Schrodinger (SDGR) report for executive Yvonne Tran?

Schrodinger reported that EVP, CLO & CPO Yvonne Tran sold 1,094 shares of common stock. The sale occurred on March 5, 2026 at a weighted average price of $12.895 per share to cover withholding taxes on vested RSUs under a Rule 10b5-1 plan.

Was the recent Schrodinger (SDGR) insider sale by Yvonne Tran a discretionary trade?

No. The 1,094-share sale by Yvonne Tran was executed under a pre-established Rule 10b5-1 durable automatic sale instruction. It represented a broker-assisted sale to satisfy tax withholding from RSU vesting, not a discretionary open-market decision by the executive.

What price range applied to the Schrodinger (SDGR) shares sold by Yvonne Tran?

The reported transaction used a weighted average price of $12.895 per share. The underlying sales took place in multiple trades at prices ranging from $12.75 to $13.01 per share, with full trade-level details available upon request from the issuer or SEC staff.

How many Schrodinger (SDGR) shares does Yvonne Tran hold after the reported sale?

After selling 1,094 shares, Yvonne Tran beneficially owns 52,683 shares of Schrodinger common stock. This figure includes 42,191 unvested RSUs, meaning a large portion of her reported holdings remains subject to future vesting conditions rather than being fully vested shares.

Why did Schrodinger executive Yvonne Tran sell shares in March 2026?

The March 5, 2026 sale by Yvonne Tran was to cover withholding tax liability from restricted stock units that had just vested. The broker-assisted transaction was executed automatically under a Rule 10b5-1 plan and is described as not representing a discretionary trade by her.

What is notable about the Rule 10b5-1 plan used in the Schrodinger (SDGR) insider sale?

The sale was carried out under a durable automatic sale instruction adopted on March 8, 2023 pursuant to Rule 10b5-1. Such plans pre-schedule trades, helping separate routine tax and liquidity transactions from real-time trading decisions by insiders.