Madrigal rebalances Board director classes

Madrigal Pharmaceuticals, Inc. reported a change in how its Board of Directors is classified, without changing who serves on the Board.

Rhea-AI Filing Summary

Madrigal Pharmaceuticals, Inc. reported a change in how its Board of Directors is classified, without changing who serves on the Board. On April 22, 2026, the Board rebalanced the membership of its three director classes so each class will be as evenly sized as possible after the 2026 Annual Meeting of Stockholders on June 17, 2026.

To accomplish this, Julian C. Baker and Daniel J. Brennan were reclassified as Class I directors, whose terms expire at the 2026 Annual Meeting. Each resigned from his prior Class III and Class II seat, respectively, solely to allow simultaneous reappointment as a Class I director, and their Board service is considered uninterrupted. Their committee assignments did not change, and both, along with James Daly, have been nominated for re-election at the 2026 Annual Meeting.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board reclassification date: April 22, 2026 2026 Annual Meeting date: June 17, 2026 Proxy filing date: April 28, 2026 +1 more

4 metrics

Board reclassification date April 22, 2026 Effective date when the Board reclassified director classes

2026 Annual Meeting date June 17, 2026 Date of Madrigal’s 2026 Annual Meeting of Stockholders

Proxy filing date April 28, 2026 Date the Definitive Proxy Statement was filed

Director class terms Class I: 2026, Class II: 2027, Class III: 2028 Stated expiration years for each Board class’s term

Key Terms

Class I director, Annual Meeting of Stockholders, Definitive Proxy Statement, Board of Directors

4 terms

Class I director regulatory

"should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors"

A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

Annual Meeting of Stockholders regulatory

"following its Annual Meeting of Stockholders to be held on June 17, 2026 (the "2026 Annual Meeting")"

Definitive Proxy Statement regulatory

"As disclosed in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Board of Directors regulatory

"the Board of Directors (the “Board”) of Madrigal Pharmaceuticals, Inc. (the “Company”) completed a process to reclassify the membership of the Board’s three classes of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

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

What Board change did Madrigal Pharmaceuticals (MDGL) report in this 8-K?

Madrigal Pharmaceuticals reported a reclassification of its Board of Directors into three more evenly sized classes. Two existing directors shifted into Class I, but remained on the Board with uninterrupted service and unchanged committee assignments.

Which Madrigal Pharmaceuticals directors were reclassified and into which class?

Julian C. Baker and Daniel J. Brennan were reclassified as Class I directors. Baker moved from Class III and Brennan from Class II, with their prior resignations conditioned on simultaneous reappointment to Class I.

Why did Madrigal Pharmaceuticals reclassify its Board director classes?

The Board reclassified director classes to achieve a more equal apportionment of membership among its three classes. This adjustment is intended to balance the number of directors in each class following the company’s 2026 Annual Meeting of Stockholders.

Did the reclassification affect Madrigal Pharmaceuticals directors’ committee assignments?

The company stated there were no changes to Julian C. Baker’s or Daniel J. Brennan’s committee assignments as a result of the reclassification. Only their class designation on the Board changed, while their Board responsibilities otherwise remained the same.

Whose terms will expire at Madrigal Pharmaceuticals’ 2026 Annual Meeting?

Class I directors’ terms will expire at the 2026 Annual Meeting of Stockholders. After the reclassification, this includes Julian C. Baker and Daniel J. Brennan, who were moved into Class I with terms ending at that 2026 meeting.

Who has been nominated for re-election at Madrigal Pharmaceuticals’ 2026 Annual Meeting?

The company disclosed that Julian C. Baker, Daniel J. Brennan, and James Daly have been nominated to stand for re-election at the 2026 Annual Meeting, as described in its Definitive Proxy Statement filed on April 28, 2026.

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

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Accepted by SEC EDGAR 04/28/2026 - 04:22 PM EDT Learn about SEC filing dates

0001157601FALSE00011576012026-04-222026-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

____________________

MADRIGAL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

____________________

Delaware			001-33277			04-3508648
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, Pennsylvania			19428
(Address of principal executive offices)			(Zip Code)

(267) 824-2827

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value Per Share

MDGL

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2026, the Board of Directors (the “Board”) of Madrigal Pharmaceuticals, Inc. (the “Company”) completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026 (the "2026 Annual Meeting"). The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted. There were no changes to Mr. Baker's or Mr. Brennan's committee assignments as a result of the reclassification.

As disclosed in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026, Mr. Baker, Mr. Brennan and James Daly have been nominated to stand for re-election at the 2026 Annual Meeting.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MADRIGAL PHARMACEUTICALS, INC.
			By:			/s/ Mardi Dier
						Name: Mardi Dier
						Title: Executive Vice President and Chief Financial Officer
Date: April 28, 2026

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Filing Exhibits & Attachments

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