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

Madrigal Pharmaceuticals (NASDAQ:MDGL) granted inducement equity awards on May 1, 2026 to 47 new non‑executive employees under its 2025 Inducement Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

Rhea-AI Summary

Madrigal Pharmaceuticals (NASDAQ:MDGL) granted inducement equity awards on May 1, 2026 to 47 new non‑executive employees under its 2025 Inducement Plan in accordance with Nasdaq Listing Rule 5635(c)(4). Aggregated awards: 5,312 stock options, 17,589 time‑based RSUs and 1,839 performance RSUs.

Options use an exercise price of $513.72 (closing price on grant date). Time‑based awards vest over four years; options vest 25% after one year then 6.25% quarterly. Performance RSUs are earned on three‑year relative TSR versus a peer group and cliff vest in Q1 2029, subject to continued employment.

Argus May 8 session

-4.64% close to close 1.4x rel. volume Open Argus

Details

News Market Reaction – MDGL

On May 8, the first trading day after this news, MDGL closed 4.64% below the previous close.

Data tracked by StockTitan Argus for the May 8 session.

Key Figures

New employees: 47 employees Stock options granted: 5,312 shares Time-based RSUs: 17,589 units +5 more

New employees

47 employees

Recipients of inducement equity awards on May 1, 2026

Stock options granted

5,312 shares

Options to purchase common stock under 2025 Inducement Plan

Time-based RSUs

17,589 units

Time-based restricted stock units granted to new employees

Performance-based RSUs

1,839 units

Performance-based RSUs tied to relative total shareholder return

Option exercise price

$513.72 per share

Equal to MDGL closing price on May 1, 2026 grant date

Initial option vesting

25%

Vests on first anniversary of the grant date

Subsequent option vesting

6.25% quarterly

Each quarterly anniversary after first year, subject to employment

Performance period

3 years

PSUs earned based on 3-year relative total shareholder return

Historical Context

5 past events · Latest: May 06

5 events

1. May 06

   Earnings release

   24h Move

   +7.4%

   Strong 1Q26 Rezdiffra sales, larger patient base, and solid cash balance.

2. May 05

   Pipeline licensing

   24h Move

   -3.1%

   Licensing of clinical-stage siRNA asset ARO-PNPLA3 for MASH pipeline.

3. May 05

   Deal counterparty news

   24h Move

   -3.1%

   Arrowhead announcement of exclusive global ARO-PNPLA3 license to Madrigal.

4. Apr 22

   Earnings date set

   24h Move

   +0.8%

   Scheduling and webcast details for upcoming 1Q26 financial results.

5. Apr 21

   Inducement awards

   24h Move

   +0.8%

   Equity inducement RSU grants to new non-executive employees under 2025 plan.

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, performance-based restricted stock units, total shareholder return

4 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

"17,589 time-based restricted stock units and 1,839 performance-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.

performance-based restricted stock units financial

"17,589 time-based restricted stock units and 1,839 performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

total shareholder return financial

"earned based on the total shareholder return of Madrigal relative to a defined peer group"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

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

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CONSHOHOCKEN, Pa., May 07, 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 May 1, 2026 to 47 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 5,312 shares of Madrigal’s common stock, 17,589 time-based restricted stock units and 1,839 performance-based restricted stock units. Options have an exercise price of $513.72 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. Performance-based restricted stock units are earned based on the total shareholder return of Madrigal relative to a defined peer group over a three year period and, to the extent earned, will cliff vest in the first quarter of 2029. 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 was the first 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 inducement awards did Madrigal (MDGL) grant on May 1, 2026?

Madrigal granted options, time‑based RSUs and performance RSUs to 47 new hires. According to the company, aggregate awards were 5,312 options, 17,589 time‑based RSUs and 1,839 performance RSUs, all issued under the 2025 Inducement Plan.

What is the exercise price and vesting schedule for MDGL options granted May 1, 2026?

Options were priced at $513.72, equal to the closing price on the grant date. According to the company, options vest 25% after one year, then 6.25% on each quarterly anniversary thereafter, subject to continued employment.

How do Madrigal's May 2026 performance RSUs vest and when do they pay out?

Performance RSUs are earned based on three‑year total shareholder return versus a defined peer group. According to the company, any earned performance RSUs will cliff vest in the first quarter of 2029, contingent on continued employment.

How do the time‑based RSUs granted by Madrigal on May 1, 2026 vest?

Time‑based RSUs vest in four equal annual installments over four years. According to the company, each installment vests on the first through fourth anniversaries of the grant date, conditioned on the employee remaining employed on each vesting date.

Why did Madrigal use inducement awards under Nasdaq Listing Rule 5635(c)(4) for new hires?

The company used inducement awards to support hiring of new non‑executive employees. According to the company, the awards were approved by the independent Compensation Committee and granted as inducements material to employees' acceptance of employment.