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

Rhea-AI Summary

Madrigal Pharmaceuticals (NASDAQ:MDGL) granted inducement equity awards on February 1, 2026 to 21 new non-executive employees under its 2025 Inducement Plan.

The company issued an aggregate of 5,861 time-based restricted stock units that vest in four equal annual installments, subject to continued employment and Compensation Committee approval under Nasdaq Rule 5635(c)(4).

Key Figures

New employees: 21 employees RSU grants: 5,861 RSUs Vesting schedule: 4 equal installments

3 metrics

New employees 21 employees Recipients of inducement equity awards on Feb 1, 2026

RSU grants 5,861 RSUs Aggregate time-based restricted stock units granted to new employees

Vesting schedule 4 equal installments Annual vesting on first through fourth anniversaries of grant date

Market Reality Check

Price: $477.60 Vol: Volume 349,114 versus 20-...

normal vol

$477.60 Last Close

Volume Volume 349,114 versus 20-day average of 338,481 indicates trading near typical levels. normal

Technical Price 478.61 is trading above 200-day MA at 413.62, after a -0.8% day.

Peers on Argus

MDGL fell 0.8% while key biotech peers showed mixed, mostly small moves (e.g., M...

MDGL fell 0.8% while key biotech peers showed mixed, mostly small moves (e.g., MRNA, HALO up; ROIV down), supporting a stock-specific response to this routine HR-related grant announcement.

Historical Context

5 past events · Latest: Feb 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 02	Earnings date notice	Neutral	+0.1%	Scheduled Q4 and full-year 2025 results and webcast on Feb 19, 2026.
Jan 22	Inducement awards	Neutral	+0.2%	Inducement equity grants to 40 new employees under 2025 Inducement Plan.
Jan 21	Executive inducement grant	Neutral	+0.2%	Inducement RSUs and options granted to new Chief Accounting Officer.
Jan 09	Pipeline license deal	Positive	-7.6%	Exclusive global license for Phase 2 DGAT-2 inhibitor ervogastat with $50M upfront.
Dec 18	Inducement awards	Neutral	-0.3%	RSU inducement grants to four new non-executive employees under 2025 plan.

Pattern Detected

Recent inducement and compensation-related announcements have typically led to minimal share price moves, with a larger move only around a clinical pipeline expansion.

Recent Company History

Over the past several months, Madrigal’s news flow has blended routine corporate items with strategic pipeline moves. Inducement award grants in Dec 2025 and Jan 2026 produced only small price changes. An earnings-date scheduling release on Feb 02, 2026 was similarly neutral. In contrast, the Jan 09, 2026 Phase 2 ervogastat license from Pfizer, with a $50 million upfront payment and positive MRI-PDFF data, coincided with a notably negative price reaction, marking the main divergence against otherwise muted responses.

Market Pulse Summary

This announcement details routine inducement equity awards to 21 new non-executive employees totalin...

Analysis

This announcement details routine inducement equity awards to 21 new non-executive employees totaling 5,861 time-based RSUs, vesting over four years and conditioned on continued employment. Similar grants in late 2025 and early 2026 have appeared regularly alongside more material items such as the ervogastat license with a $50 million upfront payment. Investors may watch how such awards intersect with ongoing regulatory filings and future clinical or earnings milestones.

Key Terms

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

2 terms

restricted stock units financial

"The new employees received, in the aggregate, 5,861 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.

nasdaq listing rule 5635(c)(4) regulatory

"The equity awards were 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.

AI-generated analysis. Not financial advice.

CONSHOHOCKEN, Pa., Feb. 05, 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 1, 2026 to 21 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, 5,861 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 February 1, 2026?

Madrigal granted inducement equity awards of 5,861 restricted stock units to 21 new employees. According to the company, the grants were approved under Nasdaq Listing Rule 5635(c)(4) and issued under the 2025 Inducement Plan to support recruitment.

How do the Madrigal (MDGL) restricted stock units vest and when do they start vesting?

The restricted stock units vest in four equal annual installments starting one year after the grant. According to the company, each installment vests on the first through fourth anniversaries of the February 1, 2026 grant date, subject to continued employment.

How many employees received inducement awards from Madrigal (MDGL) and what type were they?

Twenty-one new non-executive employees received inducement awards from Madrigal. According to the company, the awards were time-based restricted stock units issued under the 2025 Inducement Plan to facilitate new hires.

Are the Madrigal (MDGL) inducement awards subject to any conditions?

Yes. The awards require continued employment for vesting and committee approval compliance. According to the company, vesting is contingent on each employee remaining employed on each applicable vesting date and committee approval under Nasdaq rules.

What is the total number of restricted stock units Madrigal (MDGL) issued and under what plan?

Madrigal issued an aggregate of 5,861 restricted stock units under its 2025 Inducement Plan. According to the company, these awards were granted as inducements material to employees accepting employment with the company.