Madrigal Pharmaceuticals Announces Grants of Inducement Awards under Nasdaq Listing Rule 5635(c)(4)

Madrigal Pharmaceuticals (NASDAQ:MDGL) announced on January 22, 2026 that it granted inducement equity awards on January 15, 2026 to 40 new non‑executive employees under its 2025 Inducement Plan and in accordance with Nasdaq Listing Rule 5635(c)(4).

Rhea-AI Summary

Madrigal Pharmaceuticals (NASDAQ:MDGL) announced on January 22, 2026 that it granted inducement equity awards on January 15, 2026 to 40 new non‑executive employees under its 2025 Inducement Plan and in accordance with Nasdaq Listing Rule 5635(c)(4).

The grants total options to purchase 3,049 shares and 13,145 time‑based restricted stock units (RSUs). Options carry an exercise price of $495.88, equal to the closing price on the grant date. Option vesting: 25% on the first anniversary, then 6.25% each quarterly anniversary thereafter. RSUs vest in four equal annual installments on the first through fourth anniversaries. All vesting is subject to continued employment as of each vesting date.

Argus Jan 23 session

-3.53% close to close Open Argus

Details

News Market Reaction – MDGL

In the Jan 23 session, MDGL declined 3.53%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details routine inducement equity awards to 40 new non-executive employees, totali...

Analysis

This announcement details routine inducement equity awards to 40 new non-executive employees, totaling 3,049 option shares and 13,145 RSUs at an exercise price of $495.88. Vesting is time-based and contingent on continued employment, aligning employee incentives with long-term performance. In context, Madrigal has repeatedly used similar awards through its 2025 Inducement Plan while also advancing its MASH pipeline. Investors may watch future grant sizes and cadence alongside major clinical and licensing milestones.

Key Figures

Current share price: $496.97 New employees granted awards: 40 employees Option shares granted: 3,049 shares +5 more

Current share price

$496.97

Prior to inducement award news, 24h change -1.58%

New employees granted awards

40 employees

Non-executive hires receiving inducement equity on Jan 15, 2026

Option shares granted

3,049 shares

Aggregate stock options under 2025 Inducement Plan

RSUs granted

13,145 units

Aggregate time-based restricted stock units to new employees

Option exercise price

$495.88 per share

Equal to MDGL closing price on Jan 15, 2026 grant date

Option vesting rate

25% + 6.25% quarterly

25% at 1 year, 6.25% each quarterly anniversary thereafter

RSU vesting schedule

4 equal installments

Annually on first through fourth anniversaries of grant date

Shares outstanding

22,711,420 shares

Common stock outstanding per recent Form 144 filing

Historical Context

5 past events · Latest: Jan 09

5 events

1. Jan 09

   Pipeline license deal

   24h Move

   -7.6%

   Exclusive global license for ervogastat and additional MASH assets.

2. Dec 18

   Inducement awards

   24h Move

   -0.3%

   RSU inducement grants to four new non-executive employees.

3. Dec 15

   Conference presentation

   24h Move

   -1.1%

   Planned presentation at J.P. Morgan Healthcare Conference.

4. Dec 04

   Inducement awards

   24h Move

   -2.3%

   Option and RSU inducement grants to 24 new employees.

5. Nov 20

   Inducement awards

   24h Move

   +1.1%

   RSU inducement grants to three non-executive employees.

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

Key Terms

nasdaq listing rule 5635(c)(4), restricted stock units, stock options

3 terms

nasdaq listing rule 5635(c)(4) regulatory

"approved by Madrigal’s independent Compensation Committee 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.

restricted stock units financial

"the aggregate 13,145 time-based restricted stock units."

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

"options to purchase 3,049 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.

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CONSHOHOCKEN, Pa., Jan. 22, 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 equity awards on January 15, 2026 to 40 new non-executive employees as equity inducement awards under the terms of Madrigal’s 2025 Inducement Plan. The equity awards were approved by Madrigal’s independent Compensation Committee in accordance with Nasdaq Listing Rule 5635(c)(4).

The equity awards were granted as an inducement material to employees’ acceptance of employment with the company. The new employees received, in the aggregate, options to purchase 3,049 shares of Madrigal’s common stock, and in the aggregate 13,145 time-based restricted stock units. 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 each such employee’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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Madrigal (MDGL) announce on January 22, 2026 about inducement awards?

Madrigal said it granted inducement awards on Jan 15, 2026 to 40 new hires: 3,049 options and 13,145 RSUs, approved under Nasdaq Rule 5635(c)(4).

What is the exercise price of the MDGL options granted as inducement awards?

The options have an exercise price of $495.88, equal to the company's closing share price on the grant date.

How do the MDGL option and RSU vesting schedules work?

Options: 25% vests on the first anniversary, then 6.25% each quarterly anniversary; RSUs vest in four equal annual installments on years 1–4, subject to continued employment.

How many employees received inducement awards from Madrigal (MDGL)?

40 new non‑executive employees received the inducement awards.

Were the Madrigal inducement awards approved under Nasdaq rules?

Yes. The awards were approved by Madrigal's independent Compensation Committee in accordance with Nasdaq Listing Rule 5635(c)(4).