Madrigal (NASDAQ: MDGL) CMO has 844 shares sold automatically for tax withholding

Rhea-AI Filing Summary

Madrigal Pharmaceuticals Chief Medical Officer David Soergel reported an automatic tax-related share sale. The company sold 844 shares of common stock on his behalf at an average price of $515.90 per share to cover tax withholding obligations from vesting restricted stock units. After this transaction, he directly holds 11,075 shares, and the sale was not made at his discretion.

Insider Trade Summary

Net Seller: 844 shares ($435,420)

Net Sell 1 txn

Insider Soergel David

Role Chief Medical Officer

Sold 844 shs ($435K)

Type	Security	Shares	Price	Value
Sale	Common Stock	844	$515.90	$435K

Holdings After Transaction: Common Stock — 11,075 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 844 shares Sale price per share: $515.90 per share Shares held after transaction: 11,075 shares

3 metrics

Shares sold 844 shares Automatic sale to cover tax withholding

Sale price per share $515.90 per share Average price for 844 shares sold

Shares held after transaction 11,075 shares Direct common stock holdings post-sale

Key Terms

restricted stock units, tax withholding obligations, open-market sale, Common Stock

4 terms

restricted stock units financial

"to cover tax withholding obligations in connection with the vesting of 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.

tax withholding obligations financial

"sold by the Issuer on behalf of the Reporting Person to cover tax withholding obligations"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Soergel David

(Last) (First) (Middle)

C/O MADRIGAL PHARMACEUTICALS, INC.

200 BARR HARBOR DRIVE, SUITE 200

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MADRIGAL PHARMACEUTICALS, INC. [ MDGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/18/2026		S(1)		844	D	$515.9	11,075	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This sale represents the number of shares sold by the Issuer on behalf of the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale was automatic and not at the discretion of the Reporting Person.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Madrigal Pharmaceuticals (MDGL) disclose in this Form 4 for David Soergel?

Madrigal Pharmaceuticals reported that Chief Medical Officer David Soergel had 844 shares of common stock sold on his behalf to cover tax withholding from vesting restricted stock units. The sale was automatic and not discretionary, and he continues to hold 11,075 shares directly.

How many Madrigal Pharmaceuticals (MDGL) shares were sold for David Soergel and at what price?

A total of 844 Madrigal Pharmaceuticals common shares were sold for David Soergel at an average price of $515.90 per share. The filing explains this sale was solely to satisfy tax withholding obligations tied to restricted stock unit vesting, rather than an elective open-market sale.

Why were David Soergel’s Madrigal Pharmaceuticals (MDGL) shares sold according to the Form 4?

The shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units granted to David Soergel. The Form 4 footnote states the transaction was automatic, carried out by the issuer on his behalf, and not executed at his personal trading discretion.

How many Madrigal Pharmaceuticals (MDGL) shares does David Soergel hold after this transaction?

Following the tax-related sale, David Soergel directly holds 11,075 shares of Madrigal Pharmaceuticals common stock. This post-transaction ownership figure is disclosed in the Form 4, providing context that the 844 shares sold represent a relatively small portion of his total direct holdings.

Was David Soergel’s Madrigal Pharmaceuticals (MDGL) share sale a discretionary trade?

No. The Form 4 footnote clarifies that the sale was automatic and undertaken by Madrigal Pharmaceuticals to satisfy tax withholding obligations on vesting restricted stock units. It emphasizes the transaction was not executed at David Soergel’s discretion as an open-market trading decision.