Schrodinger Form 4: Friesner Adds Equity; Beneficial Ownership Hits 1.24M Shares

Rhea-AI Filing Summary

Schrodinger, Inc. (SDGR) – Form 4 insider filing dated 20 June 2025

Director Dr. Richard Friesner reported routine equity awards granted on 18 June 2025 under the company’s 2022 Equity Incentive Plan.

• Restricted stock units (RSUs): 5,997 units awarded at no cost. Each RSU converts into one common share. Vesting occurs on the twelve-month anniversary of grant or the date of the next annual shareholders’ meeting, whichever comes first. Settlement is deferred until the earlier of 30 days after the director leaves the company or a qualifying change-of-control event.
• Stock options: right to purchase 9,341 common shares at an exercise price of $21.05. The options share the same vesting trigger and carry a 10-year term, expiring 18 June 2035.

Post-transaction ownership

• Direct: 521,697 shares (includes the 5,997 unvested RSUs)
• Indirect: 694,925 shares held by a 2018 Grantor Retained Annuity Trust and 28,328 shares held by the director’s spouse
• Total beneficial ownership: ≈1.245 million shares

Implications for investors: The filing shows no dispositions; all reported codes are “A” (acquisitions), indicating incentive alignment rather than open-market sentiment. The size of the award is immaterial relative to SDGR’s total shares outstanding and therefore unlikely to move the stock on its own. Nevertheless, continued significant insider ownership can be viewed as a governance positive.

Insights

Financial Analyst

TL;DR: Routine equity awards to SDGR director; no shares sold, negligible immediate market impact.

The Form 4 details standard annual grants—5,997 RSUs and 9,341 options at $21.05—to Director Richard Friesner. Because the awards represent a small fraction of Schrodinger’s float and involve no open-market buying or selling, they do not change the supply-demand dynamic. Vesting over 12 months keeps the director’s incentives aligned through at least the next proxy cycle. Aggregate beneficial ownership rises to roughly 1.24 million shares, reinforcing long-term alignment but providing no fresh signal on near-term valuation. Overall, the disclosure is administratively important yet financially neutral.

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
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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^*

Friesner Richard

(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		5,997	A	$0	521,697(2)	D
Common Stock								694,925	I	By grantor retained annuity trust(3)
Common Stock								28,328	I	By spouse

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		9,341		(4)	06/18/2035	Common Stock	9,341	$0	9,341	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 5,997 unvested RSUs.

3. These shares are owned directly by the RF 2018 GRAT (the "Trust"), a grantor retained annuity trust, and indirectly by Dr. Friesner as trustee and sole annuitant of the Trust.

4. 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 Richard Friesner	06/20/2025
	** Signature of Reporting Person	Date
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