Madrigal (NASDAQ: MDGL) General Counsel reports tax and 10b5-1 share sales

Rhea-AI Filing Summary

Madrigal Pharmaceuticals’ General Counsel reports two stock sales. Kelley Shannon T, an officer of Madrigal Pharmaceuticals, reported selling 263 shares of common stock at $490.77 per share and 429 shares at $501.40 per share on 01/20/2026. The first transaction reflects shares sold by the company on the reporting person’s behalf solely to cover tax withholding tied to vesting restricted stock units and occurred automatically. The second sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2024. After these transactions, the reporting person directly owned 8,481 shares of Madrigal common stock.

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).

X

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^*

Kelley Shannon T

(Last) (First) (Middle)

C/O MADRIGAL PHARMACEUTICALS, INC.

200 BARR HARBOR DRIVE, SUITE 200

(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)

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

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)		263	D	$490.77	8,910	D
Common Stock	01/20/2026		S(2)		429	D	$501.4	8,481	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.

2. This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2024.

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 reported insider transactions in Madrigal Pharmaceuticals (MDGL)?

The reporting person is Kelley Shannon T, who serves as General Counsel of Madrigal Pharmaceuticals, Inc.

What insider stock sales did Madrigal Pharmaceuticals (MDGL) report on January 20, 2026?

On 01/20/2026, the General Counsel reported two sales of common stock: 263 shares at $490.77 per share and 429 shares at $501.40 per share.

Why were some Madrigal Pharmaceuticals (MDGL) shares sold for the General Counsel?

One sale of 263 shares represents stock sold by the company on behalf of the General Counsel to cover tax withholding obligations related to vesting restricted stock units, and was automatic and not at the reporting person’s discretion.

Was a Rule 10b5-1 trading plan used for the Madrigal (MDGL) insider sale?

Yes. The sale of 429 shares of common stock at $501.40 per share was executed under a Rule 10b5-1 trading plan adopted by the reporting person on November 7, 2024.

How many Madrigal Pharmaceuticals (MDGL) shares does the General Counsel own after these transactions?

Following the reported transactions, the General Counsel directly beneficially owned 8,481 shares of Madrigal Pharmaceuticals common stock.

Are the Madrigal (MDGL) insider holdings reported as direct or indirect ownership?

The filing shows the General Counsel’s reported holdings and transactions in Madrigal common stock as direct (D) ownership, with no indirect ownership nature specified.