Madrigal Pharmaceuticals Announces Grant of Inducement Award under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Madrigal Pharmaceuticals (NASDAQ:MDGL) granted an inducement equity award on Jan 15, 2026 to Rita Thakkar upon her hiring as Chief Accounting Officer. The award, approved under Nasdaq Listing Rule 5635(c)(4), comprises 2,398 time-based restricted stock units and options to purchase 1,826 shares with an exercise price of $495.88 per share (equal to the closing price on the grant date). Options vest 25% after one year and 6.25% each quarter thereafter; RSUs vest in four equal annual installments. All vesting is conditioned on continued employment as of each vesting date.

Positive

• Appointment of a new Chief Accounting Officer on Jan 15, 2026
• Inducement award approved under Nasdaq Rule 5635(c)(4)
• Options priced at $495.88, equal to grant-date closing price

Negative

• Potential shareholder dilution when 1,826 option shares are exercised
• Vesting schedule spans four years, delaying full alignment or turnover

News Market Reaction – MDGL

+0.22%

+0.22% Session close to close

In the Jan 22 session, MDGL gained 0.22%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details equity inducement awards for Madrigal’s new Chief Accounting Officer, incl...

Analysis

This announcement details equity inducement awards for Madrigal’s new Chief Accounting Officer, including 2,398 restricted stock units and 1,826 stock options at an exercise price of $495.88. The grants vest over several years, tying compensation to long-term service. Historically, similar inducement announcements have produced only modest price moves. Investors may contextualize this alongside recent insider Form 4 and 144 filings and the company’s strategic pipeline steps, such as the Jan 9, 2026 ervogastat license.

Key Figures

Restricted stock units: 2,398 RSUs Stock options granted: 1,826 options Option exercise price: $495.88 per share +3 more

6 metrics

Restricted stock units 2,398 RSUs Inducement award to new Chief Accounting Officer on Jan 15, 2026

Stock options granted 1,826 options Inducement award to new Chief Accounting Officer on Jan 15, 2026

Option exercise price $495.88 per share Equal to MDGL closing price on Jan 15, 2026 grant date

Initial option vesting 25% of option shares Vest on first anniversary of Jan 15, 2026 grant date

Subsequent option vesting 6.25% quarterly Each quarterly anniversary after first anniversary, subject to employment

RSU vesting schedule 4 equal annual installments Vests on first through fourth anniversaries of grant date

Historical Context

5 past events · Latest: Jan 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jan 09	Pipeline license deal	Positive	-7.6%	Exclusive global license for ervogastat and two early-stage MASH assets.
Dec 18	Inducement RSU grants	Neutral	-0.3%	Inducement RSUs to four new non-executive employees under 2025 plan.
Dec 15	Conference presentation	Neutral	-1.1%	Planned presentation at 44th J.P. Morgan Healthcare Conference.
Dec 04	Inducement options/RSUs	Neutral	-2.3%	Options and RSUs granted to 24 new employees under inducement plan.
Nov 20	Inducement RSU grants	Neutral	+1.1%	RSU inducement awards to three new non-executive employees.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent MDGL headlines, including positive pipeline expansion and routine inducement awards, have more often been followed by modestly negative price moves, with one small positive reaction.

Recent Company History

Over the last few months, Madrigal has focused on pipeline expansion and talent recruitment. On Nov 20, 2025, Dec 4, 2025, and Dec 18, 2025, the company announced multiple inducement equity awards under its 2025 Inducement Plan, each with relatively small subsequent price moves. A key milestone was the Jan 9, 2026 global license for Phase 2 DGAT‑2 inhibitor ervogastat and additional MASH assets, which saw a -7.58% reaction despite being strategically significant. Today’s CAO-focused inducement award continues the pattern of using equity to attract and retain leadership.

Key Terms

restricted stock units, stock options, exercise price, Nasdaq Listing Rule 5635(c)(4), +1 more

5 terms

restricted stock units financial

"Ms. Thakkar received 2,398 time-based restricted stock units and options..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

stock options financial

"...restricted stock units and options to purchase 1,826 shares of Madrigal’s common stock."

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

exercise price financial

"Options have an exercise price of $495.88 per share, which is equal to the closing price..."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Nasdaq Listing Rule 5635(c)(4) regulatory

"...as an equity inducement award under the terms of Madrigal’s 2025 Inducement Plan. The equity award was approved...in accordance with Nasdaq Listing Rule 5635(c)(4)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

vesting financial

"Options vest as follows: (i) 25% of the option shares will vest on the first anniversary..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CONSHOHOCKEN, Pa., Jan. 21, 2026 (GLOBE NEWSWIRE) -- Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL), a biopharmaceutical company focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (MASH), today announced that it granted an equity award on January 15, 2026 to Rita Thakkar, the company’s new Chief Accounting Officer, as an equity inducement award under the terms of Madrigal’s 2025 Inducement Plan. The equity award was approved by Madrigal’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4).

The equity award was granted as an inducement material to Ms. Thakkar’s acceptance of employment with the company. Ms. Thakkar received 2,398 time-based restricted stock units and options to purchase 1,826 shares of Madrigal’s common stock. Options have an exercise price of $495.88 per share, which is equal to the closing price of the company’s common stock on the grant date. Options vest as follows: (i) 25% of the option shares will vest on the first anniversary of the grant date and (ii) 6.25% of the option shares will vest on each quarterly anniversary following the first anniversary of the grant date. All restricted stock units granted vest in four equal installments on each of the first through fourth anniversaries of the grant date. The vesting of all awards described above shall be subject to Ms. Thakkar’s continued employment as of the applicable vesting date.

About Madrigal Pharmaceuticals

Madrigal Pharmaceuticals, Inc. (Nasdaq: MDGL) is a biopharmaceutical company focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (MASH), a liver disease with high unmet medical need. Madrigal’s medication, Rezdiffra (resmetirom), is a once-daily, oral, liver-directed THR-β agonist designed to target key underlying causes of MASH. Rezdiffra is the first and only medication approved by both the FDA and European Commission for the treatment of MASH with moderate to advanced fibrosis (F2 to F3). An ongoing Phase 3 outcomes trial is evaluating Rezdiffra for the treatment of compensated MASH cirrhosis (F4c). For more information, visit www.madrigalpharma.com.

Investor Contact
Tina Ventura, IR@madrigalpharma.com

Media Contact
Christopher Frates, media@madrigalpharma.com

FAQ

What did Madrigal (MDGL) grant Rita Thakkar on January 15, 2026?

Madrigal granted 2,398 RSUs and options to buy 1,826 shares as an inducement award.

Under which rule was the MDGL inducement award approved?

The award was approved under Nasdaq Listing Rule 5635(c)(4).

What is the exercise price and vesting for MDGL options granted to the new CAO?

Options have an exercise price of $495.88; 25% vest after one year and 6.25% each quarter thereafter.

When do the restricted stock units (RSUs) granted to the MDGL CAO vest?

All 2,398 RSUs vest in four equal annual installments on each of the first through fourth anniversaries of the grant date.

Does vesting of the MDGL awards depend on continued employment?

Yes. Vesting of all awards is subject to Ms. Thakkar's continued employment on each applicable vesting date.