Rebecca Taub of Madrigal Pharmaceuticals (MDGL) logs tax-related sale

Rhea-AI Filing Summary

Madrigal Pharmaceuticals director Rebecca Taub reported an automatic sale of company stock primarily to cover taxes. On January 20, 2026, the issuer sold 2,238 shares of common stock on her behalf at $490.77 per share to satisfy tax withholding obligations tied to vesting restricted stock units, a process described as automatic and not at her discretion. Following this transaction, she directly held 453,351 shares of Madrigal Pharmaceuticals common stock. The filing also notes an additional 655,540 shares held indirectly through SQN LLC, an entity managed by Taub and her spouse, with Taub disclaiming beneficial ownership of those securities except to the extent of any pecuniary interest.

Insights

Equity Compensation & Insider Transactions Analyst

Routine tax-withholding sale; no discretionary share reduction signal.

The reported transaction shows 2,238 shares of Madrigal Pharmaceuticals common stock sold on January 20, 2026 at $490.77 per share. The footnote explains this was an automatic sale by the issuer to cover tax withholding on vesting restricted stock units, meaning it was driven by tax obligations rather than an active portfolio decision by Rebecca Taub.

After the sale, Taub directly held 453,351 shares, and the filing lists a further 655,540 shares held indirectly through SQN LLC. She and her spouse are managing members of this entity, but she disclaims beneficial ownership beyond any pecuniary interest, which is standard language to clarify legal ownership boundaries.

Because the sale is tied to equity compensation vesting and described as automatic, it typically represents routine administrative activity rather than a change in sentiment. The important detail is that her direct holdings remain substantial following the withholding-related sale.

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
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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^*

Taub Rebecca

(Last) (First) (Middle)

C/O MADRIGAL PHARMACEUTICALS, INC.

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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

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

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

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	01/20/2026		S(1)		2,238	D	$490.77	453,351	D
Common Stock								655,540	I	By SQN LLC(2)

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.

2. The Reporting Person and her spouse are each managing members of SQN, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	01/20/2026
	** 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.

FAQ

Who is the insider reporting this Form 4 for MDGL?

The Form 4 is filed by Rebecca Taub, who is listed as a director of Madrigal Pharmaceuticals, Inc.

How many Madrigal Pharmaceuticals (MDGL) shares did Rebecca Taub sell?

She reported a sale of 2,238 shares of common stock on January 20, 2026 at a price of $490.77 per share.

Why were Rebecca Taub's MDGL shares sold on January 20, 2026?

The footnote states the sale represented shares sold by the issuer on her behalf to cover tax withholding obligations related to vesting restricted stock units and was automatic and not at her discretion.

How many MDGL shares does Rebecca Taub own directly after this transaction?

After the reported sale, she beneficially owned 453,351 shares of Madrigal Pharmaceuticals common stock directly.

What is SQN LLC and how is it related to Rebecca Taub's MDGL holdings?

The filing shows 655,540 shares held indirectly by SQN LLC. Taub and her spouse are managing members of SQN LLC, and she disclaims beneficial ownership of these securities except to the extent of her pecuniary interest.

Was the MDGL stock sale by Rebecca Taub part of a discretionary trading plan?

The explanation states the sale was automatic and made by the issuer to satisfy tax withholding on restricted stock unit vesting, indicating it was not at the reporting person's discretion.