Form 4: Schrodinger Director Richard Friesner Receives Significant Equity Awards

Schrodinger, Inc. Director Richard Friesner was granted 5,997 Restricted Stock Units and 9,341 stock options, aligning his interests with the company's long-term performance.

Summary

• Richard Friesner, a Director of Schrodinger, Inc. (SDGR), reported changes in his beneficial ownership of company securities.
• On June 18, 2025, Mr. Friesner was granted 5,997 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.
• The RSUs were granted at a price of $0 and will vest on the twelve-month anniversary of the grant date (June 18, 2026) or, if earlier, the date of the next annual meeting of stockholders, subject to continued service.
• Settlement of these RSUs will be deferred until the earlier of 30 days following Mr. Friesner's separation from service or certain change in control events.
• Additionally, on June 18, 2025, Mr. Friesner was granted 9,341 stock options under the same 2022 Equity Incentive Plan, with an exercise price of $21.05 per share.
• These stock options also vest on the twelve-month anniversary of the grant date (June 18, 2026) or earlier if the next annual meeting of stockholders, subject to continued service, and expire on June 18, 2035.
• Following these transactions, Mr. Friesner directly beneficially owns 521,697 shares of common stock, which includes the 5,997 unvested RSUs.
• Indirectly, Mr. Friesner beneficially owns 694,925 shares through a grantor retained annuity trust (RF 2018 GRAT) and 28,328 shares through his spouse.
• He also directly beneficially owns 9,341 stock options.

Sentiment

Score: 7

Explanation: The document reports standard equity grants to a director, which is generally positive as it aligns management interests with shareholders. It does not contain any negative news or significant unexpected events.

Positives

• The grant of Restricted Stock Units and stock options to Director Richard Friesner aligns his financial interests directly with the long-term performance and shareholder value creation of Schrodinger, Inc.
• Equity awards are a standard component of executive and director compensation, indicating a commitment to retaining key talent and incentivizing performance.

Future Outlook

The vesting schedules for the granted RSUs and stock options, extending to at least June 2026, indicate an expectation of continued service from Director Richard Friesner and a long-term incentive structure tied to the company's future performance.

Industry Context

The granting of equity awards such as Restricted Stock Units and stock options is a common practice in the biotechnology and software industries, particularly for directors and key executives. This compensation structure is designed to align the interests of company leadership with those of shareholders by tying a significant portion of their compensation to the company's stock performance.

Corporate Governance

Related Party Transactions

• Richard Friesner indirectly beneficially owns 694,925 shares through the RF 2018 GRAT, a grantor retained annuity trust, where he serves as trustee and sole annuitant.

Stakeholder Impact

• Shareholders: The equity grants align the director's incentives with shareholder interests, potentially leading to better long-term performance.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• The granted Restricted Stock Units and stock options will vest on the twelve-month anniversary of the grant date (June 18, 2026) or earlier if the next annual meeting of stockholders, subject to continued service.

Key Dates

Keywords

Schrodinger Inc., SDGR, Richard Friesner, SEC Form 4, Insider Trading, Restricted Stock Units, RSUs, Stock Options, Equity Incentive Plan, Beneficial Ownership, Director Compensation