Schrodinger (SDGR) CEO Farid sells 3,661 shares under 10b5-1 tax plan

Rhea-AI Filing Summary

Schrodinger, Inc. President & CEO Ramy Farid reported an automatic tax-related stock sale. On this Form 4, he sold 3,661 shares of common stock in an open-market transaction under a pre-arranged Rule 10b5-1 trading plan adopted on March 8, 2023, to cover withholding taxes from vesting RSUs. The weighted average sale price was $12.906 per share, with individual trades ranging from $12.73 to $13.00. After this transaction, he beneficially owned 330,824 shares of Schrodinger common stock, which includes 132,634 unvested restricted stock units.

Insider Trade Summary

Net Seller: 3,661 shares ($47,249)

Net Sell 1 txn

Insider Farid Ramy

Role President & CEO

Sold 3,661 shs ($47K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,661	$12.906	$47K

Holdings After Transaction: Common Stock — 330,824 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 $12.73 to $13.00, 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 132,634 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^*

Farid Ramy

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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)		3,661	D	$12.906(2)	330,824(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 $12.73 to $13.00, 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 132,634 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Ramy Farid	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) CEO Ramy Farid report?

Ramy Farid reported selling 3,661 shares of Schrodinger common stock. The sale was executed under a pre-set Rule 10b5-1 trading plan and was a broker-assisted transaction to cover withholding taxes from vesting restricted stock units, rather than a discretionary share sale.

At what price did the Schrodinger (SDGR) CEO’s Form 4 shares sell?

The reported weighted average sale price was $12.906 per Schrodinger share. Individual trades occurred in multiple transactions at prices ranging from $12.73 to $13.00, and the insider has offered to provide full price breakdowns upon request to interested parties.

Was the Schrodinger (SDGR) CEO’s share sale a discretionary trade?

No, the filing states the sale was made under a durable automatic Rule 10b5-1 instruction. It specifically notes the transaction was a broker-assisted sale to satisfy withholding tax liabilities from RSU vesting and does not represent a discretionary trade by Ramy Farid.

How many Schrodinger (SDGR) shares does CEO Ramy Farid own after this transaction?

After the reported sale, Ramy Farid beneficially owned 330,824 shares of Schrodinger common stock. This figure includes 132,634 unvested restricted stock units, which are share-based awards that will vest over time subject to applicable conditions.

Why did the Schrodinger (SDGR) CEO sell 3,661 shares according to the Form 4?

The sale was executed to satisfy withholding tax liabilities generated when restricted stock units vested. The Form 4 notes it was conducted under a pre-arranged Rule 10b5-1 plan and structured as a broker-assisted sale, distinguishing it from voluntary or strategic share disposals.

What does the Rule 10b5-1 plan mean in the Schrodinger (SDGR) insider filing?

The filing describes a durable automatic sale instruction under Rule 10b5-1 adopted on March 8, 2023. Such plans pre-schedule trades, allowing executives to sell shares according to predetermined terms, which helps separate routine liquidity or tax transactions from timing-based trading decisions.