Form 4: Schrodinger CAO Sells Shares for Tax Obligations

Schrodinger's Chief Accounting Officer, Jenny Herman, sold 752 shares of common stock to cover tax liabilities from RSU vesting.

Summary

• Jenny Herman, Chief Accounting Officer (CAO) of Schrodinger, Inc. (SDGR), sold 752 shares of common stock.
• The sale occurred on February 10, 2026, at a weighted average price of $13.7904 per share.
• This transaction was executed under a Rule 10b5-1 plan adopted on March 11, 2023.
• The purpose of the sale was to satisfy withholding tax liability incurred upon the vesting of restricted stock units (RSUs).
• Following the sale, Herman beneficially owns 26,597 shares of common stock, which includes 17,285 unvested RSUs.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it is a non-discretionary sale for tax purposes under a pre-arranged 10b5-1 plan, which is a common occurrence for executives.

Future Outlook

NA

Management Comments

• This sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on March 11, 2023, and 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.

Industry Context

StockSavvy.ai notes that routine insider sales for tax purposes, especially those pre-arranged under Rule 10b5-1 plans, are common and typically do not signal a change in management's confidence in the company's prospects. Such transactions are standard practice for executives receiving equity compensation.

Comparison to Industry Standards

• Sales to cover tax obligations upon RSU vesting are a standard practice across industries for executives receiving equity compensation.
• The use of a Rule 10b5-1 plan, adopted well in advance of the transaction, aligns with best practices for insiders to avoid accusations of trading on material non-public information.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine, non-discretionary sale.
• Employees: No direct impact.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares by a company officer to cover tax obligations arising from RSU vesting, executed under a pre-established 10b5-1 plan. Such transactions are common and do not typically indicate a change in the officer's outlook on the company's performance or warrant a shift in investment strategy based solely on this filing. Therefore, a "hold" recommendation is appropriate as this event is neutral.

Keywords

Schrodinger, SDGR, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU, Tax Liability, 10b5-1 Plan, Jenny Herman, CAO