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

Rhea-AI Summary

Madrigal Pharmaceuticals (NASDAQ:MDGL) granted equity inducement awards on Feb 15, 2026 to five new non-executive employees under its 2025 Inducement Plan, approved by the independent Compensation Committee under Nasdaq Listing Rule 5635(c)(4).

The awards total 2,749 time-based restricted stock units that vest in four equal annual installments on each of the first through fourth anniversaries of the grant date, subject to continued employment on each vesting date.

Key Figures

Grant date: February 15, 2026 New employees: 5 non-executive employees RSUs granted: 2,749 time-based RSUs +1 more

4 metrics

Grant date February 15, 2026 Inducement equity awards grant date

New employees 5 non-executive employees Recipients of inducement awards

RSUs granted 2,749 time-based RSUs Aggregate inducement awards under 2025 Inducement Plan

Vesting schedule 4 equal installments RSUs vest annually on first through fourth anniversaries

Market Reality Check

Price: $487.32 Vol: Volume 245,801 is 0.76x t...

normal vol

$487.32 Last Close

Volume Volume 245,801 is 0.76x the 20-day average of 323,636, indicating lighter trading ahead of this filing-style news. normal

Technical Shares at $464.71 are trading above the 200-day MA of $419.13, keeping MDGL in a longer-term uptrend despite a -1.92% move.

Peers on Argus

Sector data show broader biotech pressure: peers in momentum include HALO at -10...

2 Down

Sector data show broader biotech pressure: peers in momentum include HALO at -10.199999809265137% and MRNA at -0.4100000020116568%, both moving down. MDGL’s own -1.92% move occurred within this weaker backdrop, while most high-affinity peers show mixed, generally modest changes.

Common Catalyst On the same day, peers reported varied catalysts (HALO earnings, MRNA EU vaccine authorization), suggesting company-specific headlines within a generally weak biotech tape rather than a single unifying sector event.

Historical Context

5 past events · Latest: Feb 11 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	Licensing agreement	Positive	+0.5%	Exclusive worldwide license for six pre-clinical siRNA MASH programs with milestones.
Feb 11	Pipeline expansion	Positive	+0.5%	Global siRNA license expanding MASH pipeline with upfront and milestone payments.
Feb 05	Inducement awards	Neutral	+3.1%	Inducement RSU grants to 21 new employees under 2025 Inducement Plan.
Feb 02	Earnings scheduling	Neutral	+0.1%	Announcement of Q4 and full-year 2025 results release and webcast timing.
Jan 22	Inducement awards	Neutral	+0.2%	Options and RSUs granted to 40 new employees under Nasdaq Rule 5635(c)(4).

Pattern Detected

Recent news, including licensing deals and prior inducement awards, has been followed by modestly positive price reactions, indicating the stock has tended to align with generally constructive or neutral announcements.

Recent Company History

Over the last month, Madrigal issued several updates. On Jan 22, 2026, it reported inducement awards tied to 3,049 options and 13,145 RSUs, followed by another inducement grant on Feb 5, 2026, which saw a 3.06% gain. The company also highlighted its upcoming Feb 19, 2026 earnings release and announced an exclusive global siRNA licensing deal with potential milestones up to $4.4 billion, with shares rising about 0.45% afterward. Today’s inducement awards fit this pattern of steady corporate and HR-related disclosures.

Market Pulse Summary

This announcement details routine equity inducement awards: 2,749 time-based RSUs granted on Februar...

Analysis

This announcement details routine equity inducement awards: 2,749 time-based RSUs granted on February 15, 2026 to five new non-executive employees under the 2025 Inducement Plan, vesting in four equal annual installments. It follows a pattern of similar awards earlier in 2026 and sits alongside larger strategic moves such as the recent siRNA licensing deal with potential milestones up to $4.4 billion. Investors may monitor upcoming financial results on February 19, 2026 and any further pipeline or partnership updates.

Key Terms

nasdaq listing rule 5635(c)(4), restricted stock units, equity inducement awards

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 new employees received, in the aggregate, 2,749 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.

equity inducement awards financial

"it granted equity awards on February 15, 2026 to five new non-executive employees as equity inducement awards"

Equity inducement awards are special stock-based rewards given to new employees to encourage them to join a company or stay long-term. They are like signing bonuses paid with company shares instead of cash, helping motivate employees to contribute to the company's success.

AI-generated analysis. Not financial advice.

CONSHOHOCKEN, Pa., Feb. 17, 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 February 15, 2026 to five 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, 2,749 time-based restricted stock units. 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

What did Madrigal (MDGL) announce about inducement awards on Feb 17, 2026?

Madrigal announced it granted inducement equity awards to five new non-executive employees on Feb 15, 2026. According to the company, the awards total 2,749 time-based restricted stock units under the 2025 Inducement Plan and were approved by the independent Compensation Committee.

How many restricted stock units did Madrigal (MDGL) grant and who received them?

Madrigal granted a total of 2,749 restricted stock units to five new non-executive employees. According to the company, these awards were granted as inducements material to employees' acceptance of employment under the 2025 Inducement Plan.

What is the vesting schedule for the MDGL inducement restricted stock units?

The restricted stock units vest in four equal installments on each of the first through fourth anniversaries of the grant date. According to the company, vesting is time-based and conditioned on each employee's continued employment on each applicable vesting date.

Under what Nasdaq rule were Madrigal's (MDGL) inducement awards approved?

The awards were approved in accordance with Nasdaq Listing Rule 5635(c)(4). According to the company, the independent Compensation Committee approved the grants as inducement awards under the 2025 Inducement Plan.

Do the MDGL inducement awards imply immediate dilution for shareholders?

The announcement states the company granted 2,749 RSUs, but does not quantify dilution percentage. According to the company, the awards are time-based and subject to vesting and continued employment; dilution impact is not specified in the announcement.