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

Rhea-AI Summary

Madrigal Pharmaceuticals (NASDAQ:MDGL) announced equity inducement awards granted on December 1, 2025 to 24 new non-executive employees under its 2025 Inducement Plan and Nasdaq Listing Rule 5635(c)(4).

The grants comprise options to purchase 4,099 shares and 14,630 time-based restricted stock units. Options carry an exercise price of $579.45 per share, equal to the closing price on the grant date.

Options vest 25% after one year, then 6.25% each quarterly anniversary thereafter; RSUs vest in four equal annual installments. All vesting is conditional on continued employment.

Key Figures

New employees 24 employees Non-executive hires receiving inducement awards on Dec 1, 2025

Option grants 4,099 shares Aggregate options to purchase common stock granted as inducement awards

RSU grants 14,630 RSUs Aggregate time-based restricted stock units granted to new employees

Exercise price $579.45 per share Option exercise price equal to closing price on Dec 1, 2025

Initial vesting 25% after 1 year Portion of option shares vesting on first anniversary of grant date

Quarterly vesting rate 6.25% per quarter Option shares vesting each quarterly anniversary after year one

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

Current price $579.89 Pre-news share price in relation to the inducement grant exercise price

Market Reality Check

$579.89 Last Close

Volume Volume 264,517 vs 20-day average 378,070 indicates below-normal activity ahead of this filing-style news. low

Technical Price 579.89 is trading above the 200-day moving average of 369.09, reflecting a strong pre-news uptrend.

Peers on Argus

Peer momentum scanner shows no concurrent momentum signals; sector names like MRNA, ROIV and HALO had mixed moves, suggesting this equity inducement announcement was stock-specific rather than part of a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 20	Inducement awards	Neutral	+1.1%	Equity inducement RSUs granted to new non-executive employees.
Nov 17	Investor conferences	Neutral	+4.6%	Announced participation in three upcoming healthcare investor conferences.
Nov 10	Clinical data update	Positive	+1.4%	Phase 3 MAESTRO-NAFLD-1 data showing significant imaging and biomarker improvements.
Nov 06	Inducement awards	Neutral	+0.1%	Inducement RSUs granted to 18 new non-executive employees.
Nov 04	Earnings & updates	Positive	+7.8%	Q3 2025 financial results, strong Rezdiffra sales and corporate updates.

Pattern Detected

Recent news, including inducement awards, clinical data and earnings, has generally coincided with modestly positive 24-hour price reactions, with the strongest move linked to Q3 2025 results.

Recent Company History

Over the past month, Madrigal’s news flow has mixed routine corporate updates with major commercial progress. On Nov 4, 2025, Q3 2025 results highlighted strong Rezdiffra revenue growth and a sizeable cash position, prompting a 7.83% move. Subsequent inducement award announcements on Nov 1 and Nov 15 produced small positive reactions. Clinical data on Rezdiffra in compensated MASH cirrhosis and participation in investor conferences also saw positive 24-hour moves, indicating generally constructive sentiment to operational and data updates.

Regulatory & Risk Context

Short Interest

17.82%

0% 15% 30%+

high

Short interest at 17.82% of float with 9.29 days to cover indicates a crowded short position that could amplify reactions to future news, including routine corporate updates like equity inducement grants.

Market Pulse Summary

This announcement details routine equity inducement awards to 24 new non-executive employees, totaling options on 4,099 shares and 14,630 time-based RSUs with an exercise price of $579.45. It follows Nasdaq Listing Rule 5635(c)(4) and Madrigal’s 2025 Inducement Plan. In context, Madrigal has recently reported strong Rezdiffra revenue growth and multiple insider Form 4 filings. With short interest at 17.82%, investors may watch future grants, insider activity, and commercialization metrics together.

Key Terms

inducement awards financial

"announced that it granted equity awards on December 1, 2025 to 24 new non-executive employees as equity inducement awards"

Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.

Nasdaq Listing Rule 5635(c)(4) regulatory

"The equity awards were 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.

2025 Inducement Plan financial

"as equity inducement awards under the terms of Madrigal’s 2025 Inducement Plan."

The 2025 Inducement Plan is a strategy a company creates to encourage employees or new hires to stay and work hard, often by offering special rewards or incentives. It matters because it can help the company grow and succeed by motivating people to contribute their best efforts. Think of it like a bonus program designed to keep talented workers engaged through 2025.

exercise price financial

"Options have an exercise price of $579.45 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.

vesting financial

"All restricted stock units granted vest in four equal installments on each of the first through fourth anniversaries"

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. Not financial advice.

CONSHOHOCKEN, Pa., Dec. 04, 2025 (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 December 1, 2025 to 24 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 inducement material to employees’ acceptance of employment with the company. The new employees received, in the aggregate, options to purchase 4,099 shares of Madrigal’s common stock, and in the aggregate 14,630 time-based restricted stock units. Options have an exercise price of $579.45 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

What did Madrigal (MDGL) grant on December 1, 2025?

Madrigal granted inducement awards of 4,099 option shares and 14,630 time-based RSUs to 24 new non-executive employees.

What is the exercise price of the MDGL options granted on December 1, 2025?

The options have an exercise price of $579.45 per share, equal to the closing price on the grant date.

How do the MDGL options vest after the December 1, 2025 grant?

Options vest 25% on the first anniversary, then 6.25% on each quarterly anniversary thereafter.

What is the RSU vesting schedule for the MDGL inducement awards?

All restricted stock units vest in four equal installments on each of the first through fourth anniversaries of the grant date.

Are the MDGL awards subject to any conditions for vesting?

Yes, vesting of all awards is conditioned on each employee’s continued employment as of each applicable vesting date.