[Form 4] Schrodinger, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Schrodinger, Inc. officer Karen Akinsanya reported an open-market sale of 1,366 shares of common stock at a weighted average price of $12.903 per share. According to the filing, this Rule 10b5-1 transaction was a broker-assisted sale solely to cover withholding taxes on vesting RSUs and was not a discretionary trade. After the sale, she directly owned 69,956 shares, including 63,545 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^*

Akinsanya Karen

(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)
	See Remarks

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)		1,366	D	$12.903(2)	69,956(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 $12.71 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 63,545 unvested RSUs

Remarks:

President, Head of Therapeutics R&D and Chief Strategy Officer, Partnerships

	/s/ Donald Shum, as attorney-in-fact for Karen Akinsanya	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 did Schrodinger (SDGR) officer Karen Akinsanya report in this Form 4?

She reported selling 1,366 shares of Schrodinger common stock at a weighted average price of $12.903. The transaction was conducted under a Rule 10b5-1 trading plan and used to cover withholding taxes from vesting restricted stock units.

Was the Schrodinger (SDGR) insider sale a discretionary trade?

No, the sale was not discretionary. The filing states it was executed under a durable automatic sale instruction pursuant to Rule 10b5-1 and was a broker-assisted sale designed to satisfy withholding tax obligations from vesting restricted stock units.

How many Schrodinger (SDGR) shares did Karen Akinsanya sell and at what price?

She sold 1,366 shares of common stock at a weighted average price of $12.903 per share. The filing notes multiple trades within a range of $12.71 to $13.00 and offers full breakdown details on request.

How many Schrodinger (SDGR) shares does the insider hold after this transaction?

After the transaction, she directly held 69,956 shares of Schrodinger common stock. This total includes 63,545 unvested restricted stock units, which represent share-based awards that will vest over time according to their grant terms.

What is the role of RSUs in this Schrodinger (SDGR) Form 4 filing?

Restricted stock units are central to this filing because the sale was made to cover withholding taxes from RSUs that had vested. The insider’s post-transaction holdings include 63,545 unvested RSUs, highlighting ongoing equity-based compensation.

What trading plan governed the Schrodinger (SDGR) insider sale?

The sale was executed under a durable automatic sale instruction adopted on March 8, 2023, pursuant to Rule 10b5-1. Such plans pre-schedule trades, providing a structured way to sell shares without day-to-day trading decisions.