Thornberry Nancy 4

4 · Schrodinger, Inc. · Filed Jun 23, 2026

AI-generated summary of this filing

Updated Jun 23, 2026

Schrodinger (SDGR) Director Nancy Thornberry Receives 21,454-Share Award

What Happened

Nancy Thornberry, a director of Schrodinger, received equity awards on June 22, 2026: 8,141 restricted stock units (RSUs) and a 13,313-share derivative award (total 21,454 shares). Both awards were reported as grants (code A) at a $0.00 acquisition price — i.e., she did not pay cash for these awards. This is an award/grant, not a purchase or sale.

Key Details

Transaction date and price: June 22, 2026; price $0.00 for both grants.
Total shares granted: 8,141 RSUs + 13,313 derivative award = 21,454 shares.
Vesting/settlement: Footnotes state the RSUs (and the derivative award/option per footnote) vest on the 12‑month anniversary of grant (or sooner at the next annual meeting), subject to continued service. Settlement of the RSUs is deferred until the earlier of (i) 30 days after Thornberry’s separation from service or (ii) certain change‑in‑control events.
Shares owned after transaction: Not specified in the provided filing.
Timeliness: Filing date 2026‑06‑23 for a 2026‑06‑22 report date — filing appears timely (no late‑filing flag indicated).

Context

RSUs are a contingent right to receive company shares in the future and do not represent immediate share ownership until settled; derivative awards (footnote indicates an option) similarly vest over time. Awards are common forms of director compensation and do not by themselves indicate buying or selling sentiment.

Form 4

Period: 2026-06-22

Director

Transactions

Award
Common Stock
[F1][F2]
2026-06-22+8,141→ 25,388 total
Award
Stock Option (right to buy)
[F3]
2026-06-22+13,313→ 13,313 total
Exercise: $15.23Exp: 2036-06-22→ Common Stock (13,313 underlying)

Footnotes (3)

[F1]Grant of 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 of the Issuer. The RSUs were granted on June 22, 2026 and shall vest on the twelve-month anniversary of the date of grant of the award (or, if earlier, the date of the next annual meeting of stockholders following the date of grant of the award), subject to continued service. The settlement of such RSUs will be deferred until the earlier of (i) the 30th day following the reporting person's separation from service from the Issuer or (ii) certain change in control events.
[F2]Includes 8,141 unvested RSUs.
[F3]The option was granted on June 22, 2026 under the Issuer's 2022 Equity Incentive Plan, as amended. The award shall vest on the twelve-month anniversary of the date of grant of the award (or, if earlier, the date of the next annual meeting of stockholders following the date of grant of the award), subject to continued service.

Signature

/s/ Donald Shum, as attorney-in-fact for Nancy Thornberry|2026-06-23

1 file