Form 4: Schrodinger EVP Sells Shares for Tax Obligation

Schrodinger's EVP, CTO & COO, Software, Kenneth Patrick Lorton, sold 925 shares of common stock to cover tax liabilities from RSU vesting.

Summary

• Kenneth Patrick Lorton, Executive Vice President, Chief Technology Officer, and Chief Operating Officer of Software at Schrodinger, Inc. (SDGR), reported a sale of common stock.
• The transaction involved the disposition of 925 shares of common stock on February 10, 2026.
• The shares were sold at a weighted average price of $13.7338 per share, with individual transactions ranging from $13.625 to $13.8575.
• This sale was executed pursuant to a Rule 10b5-1 trading plan adopted on March 9, 2023.
• The purpose of the sale was to satisfy withholding tax liability incurred upon the vesting of restricted stock units (RSUs), and it does not represent a discretionary trade by the reporting person.
• Following this transaction, Kenneth Patrick Lorton beneficially owns 52,651 shares of common stock, which includes 14,543 unvested RSUs.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. The transaction is a routine, non-discretionary sale for tax purposes related to RSU vesting, executed under a pre-planned 10b5-1 arrangement, and does not reflect a change in management's outlook or company fundamentals.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on March 9, 2023.
• The sale 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 sales of shares by executives to cover tax obligations upon RSU vesting, especially when executed under a pre-arranged 10b5-1 plan, are a common and routine occurrence in the technology and biotechnology sectors. These transactions are typically not indicative of management's sentiment towards the company's future prospects but rather a standard part of executive compensation and tax planning.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary sale for tax purposes and not indicative of a change in company fundamentals or executive sentiment.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary sale of shares by an executive to cover tax obligations arising from RSU vesting, executed under a pre-established 10b5-1 plan. Such transactions are common and do not provide new fundamental information about Schrodinger's business operations, financial health, or future prospects. Therefore, a seasoned investor or institution would likely maintain their current position, as this filing does not present a compelling reason to alter an investment thesis.

Keywords

Schrodinger, SDGR, Form 4, Insider Sale, Executive Compensation, RSU Vesting, Tax Withholding, 10b5-1 Plan