What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 36 added, 34 removed, 215 unchanged (25% of the section changed)

13 unchanged sentences

Changes in Internal Control Over Financial Reporting

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 28, 2023, we identified a material weakness in our internal control over financial reporting.

The material weakness related to a deficiency in the design of a control in our revenue process to determine whether performance milestones in a newly executed drug discovery arrangement were probable of achievement and the constraint on variable consideration in the form of milestone payments can be removed.

The deficiency was a result of ineffective risk assessment, as our then-existing controls were designed insufficiently to identify a change in timing of performance milestones in the newly executed contract.

This material weakness resulted in a $1.7 million understatement of drug discovery revenue and a related understatement of contract assets that were corrected prior to the issuance of our consolidated financial statements as of and for the year ended December 31, 2022.

During the year ended December 31, 2023, we implemented measures designed to improve our internal control over financial reporting to remediate this material weakness, including redesigning our controls and procedures in our revenue process in order to timely identify changes to the timing of when a performance milestone becomes probable of achievement in drug discovery arrangements and to ensure such determinations are made through the end of the reporting

We have redesigned the existing control to adjust the timing of performance to ensure all milestones in newly executed discovery arrangements are considered for their impact on revenue.

Based on the remediation actions taken and completed during 2023, and our testing and evaluation of the newly implemented control activities and our internal control over financial reporting, we have concluded that the material weakness has been remediated as of December 31, 2023.

Except with respect to the changes in connection with our implementation of the remediation efforts described above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

3 unchanged sentences

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

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Other Information.

6 unchanged sentences

Name and Title Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Shares of Common Stock

Robert Abel Executive Vice President, Chief Science Officer, Platform

Robert Abel Executive Vice President, Chief Scientific Officer, Platform

( November 26, 2024 )

2 unchanged sentences

Up to 107,605 shares

Margaret Dugan , Chief Medical Officer

( November 13, 2023 )

Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted

Until final settlement of any covered RSU

Indeterminable (1)

Geoffrey Porges , Executive Vice President, Chief Financial Officer

( November 28, 2023 )

Karen Akinsanya , President of R&D, Therapeutics

( December 17, 2024 )

Rule 10b5-1 trading arrangement for exercise of stock options and sales of shares

1 unchanged sentence

Up to 121,178 shares

(1) The number of shares subject to covered RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.

This trading arrangement, which applies to RSUs whether vesting is based on the passage of time and/or the achievement of performance goals, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Table of Content s

Directors, Executive Officers and Corporate Governance.

12 unchanged sentences

The information required by this Item 14 is incorporated herein by reference from the information that will be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year ended December 31, 2024 pursuant to General Instruction G(3) of Form 10-K.

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Exhibits and Financial Statement Schedules.

(1) Financial Statements

The following documents are included on page s F-2 through F-11 att ached hereto and are filed as part of this Annual Report.

The following documents are included in the page s herein and are filed as part of this Annual Report.

Reports of Independent Registered Public Accounting Firm

1 unchanged sentence

Consolidated Statements of Operations for the Years ended December 31, 202 4 , 202 3 , and 20 2 2

Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2023, 2022, and 202 1

Consolidated Statements of Comprehensive (Loss) Income for the Years ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 202 4 , 202 3 , and 202 2

6 unchanged sentences

Exhibit Filing Date Filed Herewith

3.1 Restated Certificate of Incorporation

8-K 001-39206 3.1 2/10/2020

3.1 Restated Certificate of Incorporation, as amended

001-39206 3.1 7/31/2024

3.2 Amended and Restated Bylaws of Schrödinger, Inc.

7 unchanged sentences

10.1 Amended and Restated Investors’ Rights Agreement, dated as of November 9, 2018, by and among the Registrant and the other parties thereto, as amended

001-39206 10.1 2/28/2024

10.2+ 2010 Stock Plan, as amended

10 unchanged sentences

10-Q 001-39206 10.2 11/12/2020

Table of Content s

10.7+ Form of Restricted Stock Unit Agreement for Non-U.S.

1 unchanged sentence

10-K 001-39206 10.6 2/24/2022

10.8+ 2020 Employee Stock Purchase Plan

S-1/A 333-235890 10.6 1/27/2020

10.9+ Fourth Amended and Restated Director Compensation Policy

10.8+ 2020 Employee Stock Purchase Plan, as amended

001-39206 10.4 7/31/2024

10.9+ Fifth Amended and Restated Director Compensation Policy

10-Q 001-39206 10.3 5/1/2024

17 unchanged sentences

S-1 333-235890 10.19 1/10/2020

E mployment Agreemen t, dated July 28, 2023, by and between the Re g i strant and Margaret Dugan

Employment Agreement, dated July 28, 2023, by and between the Registrant and Margaret Dugan

001-39206 10.19 2/28/2024

Consultant Agreement, dated July 1, 1999, between the Registrant and Richard A.

7 unchanged sentences

10-Q 001-39206 10.1 8/4/2022

10.24 Second Amendment to Lease, dated June 13, 2024, by and between the Registrant and SPUSV5 1540 Broadway, LLC

001-39206 10.2 7/31/2024

10.25 Lease, dated August 6, 2008, between One Main Place Portland – Oregon, Inc., Landlord, and Registrant, Tenant, as amended

6 unchanged sentences

S-1 333-235890 10.25 1/10/2020

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Agreement, dated as of September 2001, between The Trustees of Columbia University in the City of New York and Schrödinger, LLC, as amended

6 unchanged sentences

S-1 333-235890 10.29 1/10/2020

Master License Agreement, dated as of September 11, 2024, by and between Schrödinger, LLC and The Trustees of Columbia University.

001-39206 10.1 9/12/2024

10.34+ Global Bonus Plan

4 unchanged sentences

001-39206 10.1 11/1/2023

Collaboration and License Agreement, dated November 22, 2020, by and between the Registrant and Bristol-Myers Squibb Company

10-K 001-39206 10.37 3/4/2021

First Amendment to Collaboration and License Agreement, dated December 21, 2022, by and between the Registrant and Bristol-Myers Squibb Company

001-39206 10.40 2/28/2023

10.37+ 2021 Inducement Equity Incentive Plan, as amended

12 unchanged sentences

Schrödinger, Inc.

2022 Equity Incentive Plan

8-K 001-39206 99.1 6/16/2022

2022 Equity Incentive Plan, as amended

001-39206 10.3 7/31/2024

Form of Option Agreement for U.S.

10 unchanged sentences

10-Q 001-39206 10.7 8/4/2022

10.47+ Sales Agreement, dated as of May 24, 2023, by and between the Registrant and SVB Securities LLC

10.47+ Amended and Restated Sales Agreement, dated as of February 28, 2024, by and between Schrödinger, Inc.

and Leerink Partners LLC.

001-39206 1.1 2/29/2024

Table of Content s

R esearch Collaboration and License Agreement , dated as of November 11, 2024 , by and between Schrödinger , Inc.

and Novartis Pharma AG

19.1 Schrödinger, Inc.

Global Insider Trading Policy

21.1 Subsidiaries of the Registrant

001-39206 21.1 2/28/2023

23.1 Consent of KPMG LLP, independent registered public accounting firm

7 unchanged sentences

Clawback Policy

001-39206 97.1 2/28/2024

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

9 unchanged sentences

+ Management contract or compensatory plan or arrangement filed in response to Item 15(a)(3) of the Instructions to the Annual Report on Form 10-K.

Table of Content s

Form 10-K Summary

Table of Content s

Pursuant to the requirements of Section 13 or 15(d) 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 .

4 unchanged sentences

President and Chief Executive Officer

Table of Content s

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures