UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1916, 2025

Schrödinger, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39206

95-4284541

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1540 Broadway, 24th Floor

New York, NY

10036

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 295-5800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

SDGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAppointment May 19, 2025, Schrödinger, Inc. (the “Company”) restructured its operations to reduce its workforce and implemented focused cost reductions across the Company to improve the Company’s cash burn rate and enhance its operational efficiency. The reduction in workforce will decrease overall headcount by approximately 60 employees, which represents approximately 7% of ~~full-time~~Chief ~~employees~~Financial asOfficer ~~of May 19, 2025.~~

~~The~~On ~~Company~~May 16, ~~estimates~~2025 ~~that~~(the it“Effective ~~will~~Date”), ~~incur~~the ~~approximately~~Board ~~$3 million~~of inDirectors ~~charges~~(the in“Board”) ~~connection~~of ~~with~~Schrödinger, Inc. (the ~~restructuring,~~“Company”) ~~consisting~~appointed ofRichie ~~severance~~Jain ~~payments,~~as ~~employee~~Executive ~~benefits,~~Vice President and ~~related~~Chief ~~costs,~~Financial ~~substantially~~Officer ~~all~~and Treasurer of ~~which~~ the Company, ~~expects~~effective toimmediately. ~~incur~~In inconnection ~~the~~with ~~fiscal~~his ~~year~~appointment ~~ending~~as ~~December 31~~Chief Financial Officer, ~~2025~~Mr. Jain will serve as the Company’s principal financial officer.

~~The~~Prior ~~reduction~~to inhis ~~workforce~~appointment as Chief Financial Officer of the Company, Mr. Jain, age 41, had served as the Company’s Senior Vice President, Strategic Finance and ~~cost~~Head ~~reductions~~of ~~being~~Corporate ~~implemented~~and ~~are~~Business ~~expected~~Development since February 2024 and was responsible for corporate and business development, venture and equity investments, strategic planning and valuation. Prior to ~~reduce~~joining ~~operating~~the ~~expenses~~Company, byMr. Jain ~~approximately~~held ~~$30~~positions of increasing responsibility at Morgan Stanley ~~million~~& onCo. LLC (“Morgan Stanley”), an ~~annualized~~investment ~~basis.~~banking ~~Approximately~~company, ~~half~~from ofAugust ~~the~~2010 ~~estimated~~until ~~cost~~December ~~savings~~2023, ~~are~~where ~~expected~~he was most recently a Managing Director in healthcare investment banking and mergers and acquisitions from January 2020 to beDecember 2023. Prior to joining Morgan Stanley, he was an electrical engineer at Boston Scientific Corporation’s cardiac rhythm management business. Mr. Jain received a ~~result~~B.S. in electrical engineering from the University of Michigan and an M.B.A. from the ~~reduction~~University inof ~~overall~~Chicago ~~headcount~~Booth School of Business.

~~Cautionary~~In ~~Note~~connection ~~Regarding~~with ~~Forward-Looking~~his ~~Statements~~appointment as Chief Financial Officer, Mr. Jain entered into an employment agreement with the Company (the “Employment Agreement”), which became effective as of the Effective Date. Pursuant to the Employment Agreement, Mr. Jain will be paid an annual base salary of $535,000.

~~This~~Mr. Jain ~~Current~~will ~~Report~~be oneligible ~~Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 including, but not limited~~ to ~~those~~participate ~~regarding~~in the Company’s ~~ability~~Senior toExecutive ~~realize~~Incentive ~~potential~~Compensation ~~benefits~~Plan ~~and estimated savings from~~ (the ~~restructuring~~“Cash ~~and~~Incentive ~~other cost reductions~~Plan”), ~~and~~which ~~the~~provides ~~Company’s~~for ~~estimates~~cash ofincentive ~~the~~payments ~~amount~~based ~~and~~upon ~~timing of~~ the ~~charges~~attainment ~~that~~of itperformance ~~expects~~targets toestablished ~~incur~~by ~~in connection with~~ the ~~restructuring.~~Compensation ~~Statements~~Committee ~~including~~of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and statements in the ~~future tense are forward-looking statements~~Board. ~~These~~For ~~forward-looking~~2025 ~~statements reflect the Company’s current views about its plans~~only, ~~intentions,~~subject ~~expectations,~~to ~~strategies~~ and ~~prospects,~~in ~~which~~accordance ~~are~~with ~~based on~~ the ~~information~~terms ~~currently~~of ~~available to~~ the ~~Company~~Cash ~~and~~Incentive onPlan, ~~assumptions the Company has made~~Mr. Jain ~~Actual~~is ~~results~~eligible ~~may~~for ~~differ~~a ~~materially~~target ~~from~~bonus ~~those~~of ~~described~~up ~~in these forward-looking statements and are subject~~ to a55% ~~variety~~ of ~~assumptions,~~his ~~uncertainties,~~annualized ~~risks~~base ~~and~~salary, ~~important~~prorated ~~factors~~for ~~that are beyond~~ the ~~Company’s~~period ~~control,~~beginning ~~including~~on the ~~Company’s~~Effective ~~ability~~Date ~~to retain~~ and ~~hire~~ending ~~key~~on ~~personnel~~December 31, ~~and~~2025. ~~uncertainty~~Mr. Jain aswill toalso ~~whether~~be ~~the~~eligible ~~reduction~~for ina ~~force~~prorated ~~will~~bonus ~~result~~for in the ~~anticipated~~period ~~savings~~beginning ~~and be completed when anticipated~~January 1, as2025 ~~well as the other risks~~ and ~~uncertainties~~ending ~~under~~on the ~~caption~~Effective ~~“Risk~~Date ~~Factors” and elsewhere~~ in ~~the~~connection ~~Company’s filings and reports~~ with ~~the~~his ~~Securities~~prior ~~and~~role ~~Exchange~~at ~~Commission, including~~ the Company~~’s most recent Quarterly Report on Form 10-Q and in future filings and reports~~. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained herein as a result of new information, future events, changes in expectations or otherwise.

In connection with his appointment as Chief Financial Officer, the Company expects to grant to Mr. Jain a nonstatutory stock option (the “Option”) to purchase up to 18,750 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at an exercise price per share equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the date of grant, which will vest as to 25% of the shares underlying the Option on the first anniversary of the Effective Date and, as to the remaining shares, monthly thereafter until the fourth anniversary of the Effective Date, subject to continued service. The Company also expects to grant to Mr. Jain restricted stock units with respect to 9,375 shares of the Company’s Common Stock, which will vest in equal annual installments over four years beginning at the first anniversary of the vesting commencement date, subject to continued service.

Mr. Jain will be entitled to participate in the Company’s Amended and Restated Executive Severance and Change in Control Benefits Plan, as amended (the “Executive Severance Plan”). Entitlement to any severance or benefits under the Executive Severance Plan is contingent upon the effectiveness of a release in favor of the Company and compliance with restrictive covenant and other obligations to the Company.

In addition, Mr. Jain will enter into an indemnification agreement with the Company, the form of which was filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-235890) filed with the Securities and Exchange Commission on January 10, 2020, pursuant to which the Company may be required, among other things, to indemnify Mr. Jain for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as an officer of the Company.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Mr. Jain does not have a family relationship with any of the Company’s officers or directors and has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Departure of Chief Financial Officer

On the Effective Date, the Company and Geoffrey Porges, the Company’s Chief Financial Officer, mutually agreed to Dr. Porges’ separation from such role with the Company in order for Dr. Porges to pursue other opportunities. Dr. Porges will remain employed by the Company through June 6, 2025 as an advisor to the senior management team to ensure a smooth transition.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

10.1		Employment Agreement, dated May 16, 2025, by and between Schrödinger, Inc. and Richie Jain

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Schrödinger, Inc.

Date: May 19, 2025

/s/ Yvonne Tran

Date: May 20, 2025

/s/ Yvonne Tran

Yvonne Tran

Chief Legal Officer and Corporate Secretary

Filing Compare · Schrodinger, Inc.