Lorton Kenneth Patrick 4

What Happened

• Kenneth Patrick Lorton, EVP, Chief Technology Officer & Chief Operating Officer (Software) at Schrodinger, sold 925 shares on 2026-02-10 in an open-market, broker-assisted transaction. The weighted-average sale price was $13.73, generating approximately $12,704 in proceeds. This was a sale (routine) rather than a purchase.

Key Details

• Transaction date: 2026-02-10; weighted-average price reported: $13.73.
• Price range: shares were sold in multiple trades between $13.625 and $13.8575 (reporting person can provide a per-trade breakdown on request).
• Purpose/footnote: Sale effected under a durable Rule 10b5-1 automatic sale instruction (adopted March 9, 2023) and was a broker-assisted sale to satisfy withholding tax from vested RSUs — not a discretionary trade (F1).
• Tax-withholding code: F (tax withholding) / sale to cover RSU taxes.
• Shares owned after transaction: not specified in the filing; filing notes include 14,543 unvested RSUs (F3).
• Filing timeliness: Form 4 filed 2026-02-12 for a 2026-02-10 trade — appears timely.

Context

• This sale was for tax withholding on vested restricted stock units (RSUs) and was executed under a pre-established 10b5-1 plan, which generally indicates routine, non-discretionary selling. Such withholding sales are common and do not necessarily signal management sentiment about the company’s outlook.