sdgr-20250905
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): September 5, 2025
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Schrodinger, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-39206 | 95-4284541 | ||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Commission File Number) | ||||||||
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | 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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 5, 2025, following the previously disclosed separation of Geoffrey Porges as Executive Vice President and Chief Financial Officer of Schrödinger, Inc. (the “Company”), the Company entered into a separation and release of claims agreement (the “Separation Agreement”) with Dr. Porges, which confirms the terms of his separation from the Company.
Pursuant to the Separation Agreement, Dr. Porges is entitled to receive certain payments and benefits in connection with his separation that are substantially comparable to the previously-disclosed benefits he would have received pursuant to the terms of the employment agreement, dated as of August 16, 2022 (the “Employment Agreement”) by and between the Company and Dr. Porges and the Company’s Amended and Restated Executive Severance and Change in Control Benefits Plan, as amended, including: (i) salary continuation payments of his monthly base salary, commencing on the first payroll period occurring on or after the day immediately following the Revocation Period (as defined below), and continuing for nine months thereafter, less all applicable taxes and withholdings; (ii) payment on Dr. Porges’ behalf of the portion of his COBRA premiums equal to the premiums that the Company pays on behalf of other active, similarly-situated employees for group health and/or dental insurance coverage, if Dr. Porges timely elects to receive such coverage, for 12 months following Dr. Porges’ separation from the Company; and (iii) acceleration of vesting of the option award granted to Dr. Porges in connection with the commencement of his employment. In addition, Dr. Porges is entitled to receive the following additional payments and benefits pursuant to the terms of the Separation Agreement: (i) in the event Dr. Porges is enrolled in group health and/or dental plans of a new employer prior to the completion of the aforementioned 12-month COBRA period, a lump sum cash payment equal to the balance of the premiums that would have been payable by the Company had the coverage continued for the full 12-month period, less all applicable taxes and withholdings; (ii) extension of the post-separation exercise period of all of Dr. Porges’ outstanding, vested stock options (after giving effect to the acceleration of vesting described above) until such date that is the earlier of (x) the 12 month anniversary of September 6, 2025 and (y) the final exercise date set forth in the applicable award agreement; and (iii) a prorated annual bonus payment representing the portion of calendar year 2025 worked by Dr. Porges, less all applicable taxes and withholdings. Dr. Porges’ receipt of the payments and benefits discussed above are conditioned on Dr. Porges not revoking the Separation Agreement or the related confidentiality agreement during the seven-day period following his signing of the Separation Agreement and the related confidentiality agreement (such seven-day period, the “Revocation Period”) and his compliance with the obligations under the Separation Agreement and his continuing obligations under the Employment Agreement.
The Separation Agreement also provides for, among other things, a mutual release of claims by Dr. Porges and the Company, non-disclosure and non-disparagement obligations of Dr. Porges and the Company, and provides that the confidentiality, inventions and non-solicitation provisions of the Employment Agreement remain in effect in accordance with their terms.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Schrödinger, Inc. | ||||||||
| Date: September 8, 2025 | By: | /s/ Yvonne Tran | ||||||
| Yvonne Tran | ||||||||
| Chief Legal Officer and Chief People Officer | ||||||||