Schrodinger (NASDAQ: SDGR) CFO sells 844 shares to cover RSU tax

Rhea-AI Filing Summary

Schrodinger, Inc. EVP & CFO Rachit Jain reported an open-market sale of 844 shares of common stock on April 16, 2026 at a weighted average price of $12.747 per share, in multiple trades between $12.59 and $12.82. According to the disclosure, this was a broker-assisted transaction executed under a pre-arranged Rule 10b5-1 durable automatic sale instruction and was made solely to cover withholding tax liability from vesting restricted stock units, not a discretionary trade. Following the sale, Jain directly holds 51,752 shares, which includes 45,497 unvested RSUs, indicating the transaction is small relative to his overall equity position.

Insider Trade Summary 10b5-1

Net Seller: 844 shares ($10,758)

Net Sell 1 txn

Insider Jain Rachit

Role EVP & CFO

Sold 844 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Common Stock	844	$12.747	$11K

Holdings After Transaction: Common Stock — 51,752 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 3, 2024, 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 $12.59 to $12.82, 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 45,497 unvested RSUs.

Key Figures

Shares sold: 844 shares Weighted average sale price: $12.747 per share Sale price range: $12.59–$12.82 per share +3 more

6 metrics

Shares sold 844 shares Open-market sale on April 16, 2026

Weighted average sale price $12.747 per share Common stock sold in multiple transactions

Sale price range $12.59–$12.82 per share Range of prices for the 844 shares sold

Shares held after transaction 51,752 shares Direct holdings following the sale

Unvested RSUs included 45,497 RSUs Portion of post-transaction holdings that are unvested RSUs

Plan type Rule 10b5-1 durable automatic sale instruction Governs execution of the broker-assisted sale

Key Terms

Rule 10b5-1, restricted stock units, withholding tax liability, weighted average price, +1 more

5 terms

Rule 10b5-1 regulatory

"sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"withholding tax liability incurred upon the vesting of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding tax liability financial

"sale of shares to satisfy the payment of withholding tax liability incurred upon the vesting"

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

broker-assisted sale financial

"represents a broker-assisted sale of shares to satisfy the payment of withholding tax liability"

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^*

Jain Rachit

(Last) (First) (Middle)

C/O SCHRODINGER, INC.,

1540 BROADWAY, 24TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

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 & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/16/2026		S(1)		844	D	$12.747(2)	51,752(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 3, 2024, 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 $12.59 to $12.82, 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 45,497 unvested RSUs.

Remarks:

	/s/ Donald Shum, as attorney-in-fact for Rachit Jain	04/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Schrodinger (SDGR) report for EVP & CFO Rachit Jain?

Schrodinger reported that EVP & CFO Rachit Jain sold 844 shares of common stock. The weighted average sale price was $12.747 per share in multiple trades between $12.59 and $12.82 on April 16, 2026, as disclosed in a Form 4 filing.

Was the Schrodinger (SDGR) CFO’s April 2026 share sale a discretionary trade?

No. The filing states the sale was executed under a durable automatic Rule 10b5-1 instruction. It was a broker-assisted transaction specifically to satisfy withholding tax liability from vesting RSUs, and the company notes it does not represent a discretionary trade by the CFO.

How many Schrodinger (SDGR) shares does CFO Rachit Jain hold after this Form 4 sale?

After selling 844 shares, Rachit Jain directly holds 51,752 Schrodinger common shares. This total includes 45,497 unvested restricted stock units, indicating that most of his reported position remains in unvested equity awards rather than freely tradable stock.

What price range applied to the Schrodinger (SDGR) CFO’s April 16, 2026 share sale?

The Form 4 reports a weighted average sale price of $12.747 per share. Footnotes explain the 844 shares were sold in multiple transactions at prices ranging from $12.59 to $12.82, inclusive, on April 16, 2026, under the automatic Rule 10b5-1 plan.

Why did the Schrodinger (SDGR) CFO sell shares related to restricted stock units (RSUs)?

The sale was made to satisfy withholding tax liability incurred when RSUs vested. Instead of paying taxes in cash, a broker-assisted sale of 844 shares was executed under a Rule 10b5-1 plan, using sale proceeds to cover the required tax obligations.