Schrodinger, Inc. amendment discloses that Rubric Capital Management and David Rosen beneficially own 6,000,000 shares of Common Stock, representing 9.28% of the class based on 64,660,908 shares outstanding as of February 18, 2026. The filing is presented as Amendment No. 3 to a Schedule 13G/A and states the reported shares reflect shared voting and dispositive power.
The statement identifies Rubric Capital Master Fund LP as a Rubric Fund with the right to receive dividends or proceeds for more than 5% of the class. The filing is signed by representatives of the reporting persons on May 15, 2026.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed: 6,000,000 shares, 9.28%.
The filing lists 6,000,000 shares held with shared voting and dispositive power, based on 64,660,908 shares outstanding as of February 18, 2026. This is a Schedule 13G/A amendment, indicating reporting of beneficial ownership rather than an active Schedule 13D take‑over intent.
Cash‑flow treatment and disposition plans are not stated in the excerpt; subsequent filings would show any trading activity or shifts in ownership concentration.
Disclosure flags a >5% holder with shared control rights.
The statement names Rubric Capital Management and David Rosen as reporting persons and notes Rubric Capital Master Fund LP has rights to dividends or sale proceeds for the position exceeding 5%. The cover page shows shared voting and dispositive power of 6,000,000 shares.
This filing updates beneficial‑ownership records; governance implications depend on future voting coordination disclosures or related Schedule 13D activity.
Key Figures
Shares beneficially owned:6,000,000 sharesPercent of class:9.28%Shares outstanding:64,660,908 shares+1 more
4 metrics
Shares beneficially owned6,000,000 sharesReported on Schedule 13G/A cover page
Percent of class9.28%Based on 64,660,908 shares outstanding as of February 18, 2026
Shares outstanding64,660,908 sharesAs reported in issuer's Form 10‑K for fiscal year ended December 31, 2025
Filing typeAmendment No. 3 to Schedule 13G/AStatement of beneficial ownership amendment
Key Terms
Schedule 13G/A, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13G/Aregulatory
"Amendment No. 3 ) Schrodinger, Inc. Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipfinancial
"Amount beneficially owned: The information required by Items 4(a) is set forth in Row- 9"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerfinancial
"Shared Dispositive Power 6,000,000.00"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Schrodinger, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
80810D103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
80810D103
1
Names of Reporting Persons
Rubric Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.28 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
80810D103
1
Names of Reporting Persons
David Rosen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.28 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Schrodinger, Inc.
(b)
Address of issuer's principal executive offices:
1540 Broadway, 24th Floor, New York, NY, 10036
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Rubric Capital Management LP ("Rubric Capital"), the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold the shares of common stock, $0.01 par value (the "Common Stock") of Schrodinger, Inc., a Delaware corporation (the "Issuer") reported herein; and
(ii) David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.
(c)
Citizenship:
Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
80810D103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) is set forth in Row- 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover page for each of the Reporting Persons and in Item 4(b) is based on the 64,660,908 shares of Common Stock outstanding as of February 18, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on February 25, 2026.
(b)
Percent of class:
9.28 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Rubric Capital hold in Schrodinger (SDGR)?
Rubric Capital and David Rosen report beneficial ownership of 6,000,000 shares, equal to 9.28% of the class. This percentage is calculated using 64,660,908 shares outstanding as of February 18, 2026 per the issuer's Form 10‑K.
Does the Schedule 13G/A filing indicate Rubric is a passive investor in SDGR?
This amended Schedule 13G/A reports beneficial ownership but does not assert activist intent. The filing format is consistent with passive reporting, yet it does not by itself confirm whether the position is passive or active in governance matters.
Who has voting and dispositive power over the reported shares?
The cover page shows shared voting power and shared dispositive power of 6,000,000 shares for the reporting persons. The filing attributes dividend or proceeds rights to Rubric Capital Master Fund LP for the >5% interest.
What date and filing version record Rubric's disclosed ownership?
The disclosure is presented as Amendment No. 3 to a Schedule 13G/A and cites the outstanding share count as of February 18, 2026. The signatures on the filing are dated May 15, 2026.
