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

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).

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.

Argus Dec 5 session

-1.52% close to close Open Argus

Details

News Market Reaction – MDGL

On Dec 5, the first trading day after this news, MDGL closed 1.52% below the previous close.

Data tracked by StockTitan Argus for the Dec 5 session.

Key Figures

New employees: 24 employees Option grants: 4,099 shares RSU grants: 14,630 RSUs +5 more

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

Historical Context

5 past events · Latest: Nov 20

5 events

1. Nov 20

   Inducement awards

   24h Move

   +1.1%

   Equity inducement RSUs granted to new non-executive employees.

2. Nov 17

   Investor conferences

   24h Move

   +4.6%

   Announced participation in three upcoming healthcare investor conferences.

3. Nov 10

   Clinical data update

   24h Move

   +1.4%

   Phase 3 MAESTRO-NAFLD-1 data showing significant imaging and biomarker improvements.

4. Nov 06

   Inducement awards

   24h Move

   +0.1%

   Inducement RSUs granted to 18 new non-executive employees.

5. Nov 04

   Earnings & updates

   24h Move

   +7.8%

   Q3 2025 financial results, strong Rezdiffra sales and corporate updates.

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

Key Terms

inducement awards, Nasdaq Listing Rule 5635(c)(4), time-based restricted stock units, exercise price, +3 more

7 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.

time-based restricted stock units financial

"the aggregate 14,630 time-based restricted stock units."

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

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.

quarterly anniversary financial

"6.25% of the option shares will vest on each quarterly anniversary following the first anniversary"

A quarterly anniversary marks the date that occurs every three months after a specific event, such as an investment or a business milestone. It is similar to a birthday that repeats four times a year, helping investors track the timing of important updates or changes. Recognizing these anniversaries allows investors to stay informed about progress and make timely decisions.

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.

continued employment financial

"The vesting of all awards described above shall be subject to each such employee’s continued employment"

Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.

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

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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

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

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.