Madrigal officer to sell $337K in shares for taxes

Madrigal Pharmaceuticals, Inc. (MDGL) received a Rule 144 notice from officer Shannon Kelley covering a planned sale of 664 shares of common stock through Morgan Stanley Smith Barney LLC on the Nasdaq Stock Market.

Rhea-AI Filing Summary

Madrigal Pharmaceuticals, Inc. (MDGL) received a Rule 144 notice from officer Shannon Kelley covering a planned sale of 664 shares of common stock through Morgan Stanley Smith Barney LLC on the Nasdaq Stock Market. The shares relate to a Restricted Stock Unit grant acquired on 08/15/2026 and vesting on 08/17/2026.

The filing states that the sale represents a sell-to-cover transaction to satisfy tax withholding obligations arising from the RSU vesting, not a discretionary sale of additional shares.

Key Figures

Shares to be sold: 664 shares Aggregate market value: $337,019.84 Vesting date of RSUs: 08/17/2026 +2 more

5 metrics

Shares to be sold 664 shares Common stock under Rule 144 for Shannon Kelley

Aggregate market value $337,019.84 Value listed for the 664 shares of common stock

Vesting date of RSUs 08/17/2026 Vesting of Restricted Stock Units triggering sell-to-cover

RSU grant date 08/15/2026 Date of Restricted Stock Unit Grant

Date of Notice 08/20/2026 Date the Rule 144 notice was filed

Key Terms

Rule 144, Restricted Stock Unit Grant, sell-to-cover transaction, tax withholding obligations, +1 more

5 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Restricted Stock Unit Grant financial

"Common Stock | 08/15/2026 | Restricted Stock Unit Grant | Issuer"

sell-to-cover transaction financial

"represents the sale of shares pursuant to a sell-to-cover transaction"

A sell-to-cover transaction is when a person granted company stock (for example as part of compensation or option exercise) immediately sells enough of those shares to pay required taxes or exercise costs and keeps the rest. Think of it like cashing part of a bonus to cover the tax bill; it provides necessary cash without the holder needing outside funds. Investors watch these sales because they increase trading volume and slightly reduce insider holdings, but they often reflect routine tax or cost management rather than a judgment on the company’s prospects.

tax withholding obligations financial

"in order to satisfy tax withholding obligations in connection with the vesting"

vesting of Restricted Stock Units financial

"in connection with the vesting of Restricted Stock Units previously granted"

FAQ

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

What does the Form 144 filing disclose for MDGL?

It discloses that officer Shannon Kelley plans to sell 664 shares of Madrigal Pharmaceuticals, Inc. common stock under Rule 144, tied to the vesting of previously granted Restricted Stock Units on 08/17/2026.

How many MDGL shares are covered by Shannon Kelley’s planned Rule 144 sale?

The notice covers a proposed sale of 664 shares of Madrigal Pharmaceuticals, Inc. common stock. These shares are associated with the vesting of Restricted Stock Units and are being sold to cover related tax withholding obligations.

What is the approximate market value of the MDGL shares in this Form 144?

The filing lists an aggregate market value of $337,019.84 for the 664 shares of Madrigal Pharmaceuticals, Inc. common stock subject to the planned Rule 144 sale.

Why is Shannon Kelley selling MDGL shares according to the filing?

The remarks state the sale is a sell-to-cover transaction. Shares are being sold to satisfy tax withholding obligations related to the vesting of Restricted Stock Units previously granted to Shannon Kelley.

When were the MDGL securities acquired and when do they vest?

The securities were acquired through a Restricted Stock Unit Grant dated 08/15/2026, and the filing ties the transaction to the 08/17/2026 vesting of those Restricted Stock Units.

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

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Available on EDGAR 08/20/2026 - 04:19 PM Accepted by SEC EDGAR 08/20/2026 - 04:18 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002034056
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Madrigal Pharmaceuticals, Inc.
SEC File Number	001-33277
Address of Issuer	1001 CONSHOHOCKEN STATE ROAD SUITE 2-350 WEST CONSHOHOCKEN NEW JERSEY 19428
Phone	267-824-2827
Name of Person for Whose Account the Securities are To Be Sold	Shannon Kelley
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza, 8th Floor New York NY 10004	664	337019.84	23104126	08/17/2026	Nasdaq Stock Market

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	08/15/2026	Restricted Stock Unit Grant	Issuer			664	08/17/2026	Vesting of Restricted Stock Units

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	The sale of shares of common stock reported on this Form 144 represents the sale of shares pursuant to a sell-to-cover transaction in order to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units previously granted to the Reporting Person.
Date of Notice	08/20/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Shannon Kelley
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)