Form 4: Schrodinger EVP Sells Shares for Tax Obligation

Schrodinger's EVP, CLO & CPO, Yvonne Tran, sold 776 shares of common stock to cover tax liabilities from RSU vesting, as per a pre-arranged 10b5-1 plan.

Summary

• Yvonne Tran, Executive Vice President, Chief Legal Officer, and Chief People Officer of Schrodinger, Inc. (SDGR), sold 776 shares of common stock.
• The transaction occurred on February 10, 2026, at a weighted average price of $13.7956 per share.
• The sale was non-discretionary, executed under a Rule 10b5-1 plan adopted by Yvonne Tran on March 8, 2023.
• The purpose of the sale was to satisfy withholding tax liability incurred upon the vesting of restricted stock units (RSUs).
• Following this transaction, Yvonne Tran beneficially owns 22,859 shares of common stock, which includes 14,398 unvested RSUs.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it is a routine, non-discretionary sale by an insider to cover tax obligations from RSU vesting, not indicative of a change in company prospects.

Positives

• The sale was non-discretionary, executed under a pre-arranged Rule 10b5-1 plan, indicating a planned transaction rather than a reaction to market conditions.
• The transaction is a result of restricted stock units (RSUs) vesting, which represents a form of compensation for the executive.

Negatives

• The transaction results in a slight reduction of direct insider ownership in Schrodinger, Inc.

Future Outlook

NA

Management Comments

• The sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on March 8, 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 routine insider sales for tax purposes, especially those executed under pre-arranged 10b5-1 plans, are common across the biotechnology and software industries, reflecting standard executive compensation practices and tax obligations rather than a change in company fundamentals or executive sentiment.

Stakeholder Impact

• Shareholders: A minor, non-discretionary reduction in insider ownership, which is generally not seen as a significant signal.
• Employees (specifically Yvonne Tran): The transaction facilitates the realization of compensation through RSU vesting.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary sale of a small number of shares by an executive to cover tax liabilities from RSU vesting, executed under a pre-arranged 10b5-1 plan. Such transactions are common and do not typically signal a change in the company's fundamental outlook or the executive's confidence. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Schrodinger, SDGR, Yvonne Tran, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Restricted Stock Units, RSU Vesting, Executive Compensation