Madrigal (NASDAQ: MDGL) CCO logs tax sale and new equity grants

Rhea-AI Filing Summary

Madrigal Pharmaceuticals Chief Commercial Officer Carole Huntsman reported a mix of stock compensation activity and a small tax-related sale. On March 6, 2026, 419 shares of common stock were sold at $431.94 per share to cover tax withholding tied to restricted stock unit vesting; this sale was executed automatically by the company and not at her discretion.

On March 4, 2026, she received 3,989 shares of common stock as a restricted stock unit grant and 4,986 stock options. The restricted stock units vest in four equal annual installments on March 4 of 2027, 2028, 2029 and 2030, contingent on continued service. The stock options vest 25% on March 4, 2027, then 6.25% at the end of each following three‑month period, also subject to continued service.

Insider Trade Summary

Net Seller: 419 shares ($180,983)

Net Sell 3 txns

Insider Huntsman Carole

Role Chief Commercial Officer

Sold 419 shs ($181K)

Type	Security	Shares	Price	Value
Sale	Common Stock	419	$431.94	$181K
Grant/Award	Stock Option (Right to Buy)	4,986	$0.00	--
Grant/Award	Common Stock	3,989	$0.00	--

Holdings After Transaction: Common Stock — 12,692 shares (Direct); Stock Option (Right to Buy) — 4,986 shares (Direct)

Footnotes (1)

1. Represents a grant of restricted stock units, which vest as to 25% of the shares on each of March 4, 2027, March 4, 2028, March 4, 2029 and March 4, 2030, provided the Reporting Person continues in service with the Issuer on each such date. 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. The option vests as to 25% of the shares on the first anniversary of the date of grant (March 4, 2027) and, thereafter, 6.25% of the shares shall vest on the last day of each successive three-month period, provided the Reporting Person continues in service with the Issuer on each such date.

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^*

Huntsman Carole

(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)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		A(1)		3,989	A	$0	13,111	D
Common Stock	03/06/2026		S(2)		419	D	$431.94	12,692	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
Stock Option (Right to Buy)	$434.8	03/04/2026		A		4,986		(3)	03/04/2036	Common Stock	4,986	$0	4,986	D

Explanation of Responses:

1. Represents a grant of restricted stock units, which vest as to 25% of the shares on each of March 4, 2027, March 4, 2028, March 4, 2029 and March 4, 2030, provided the Reporting Person continues in service with the Issuer on each such date.

2. 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.

3. The option vests as to 25% of the shares on the first anniversary of the date of grant (March 4, 2027) and, thereafter, 6.25% of the shares shall vest on the last day of each successive three-month period, provided the Reporting Person continues in service with the Issuer on each such date.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	03/06/2026
	** 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

What insider transactions did MDGL executive Carole Huntsman report?

Carole Huntsman reported new equity awards and a small tax-related sale. She received 3,989 restricted stock units and 4,986 stock options, and 419 shares were sold automatically to cover tax withholding from vesting restricted stock units.

How many MDGL shares did Carole Huntsman sell in this Form 4?

The filing shows a sale of 419 common shares at $431.94 each. According to the disclosure, the company sold these shares on her behalf solely to cover tax withholding from restricted stock unit vesting, and the sale was not at her discretion.

What equity awards did MDGL grant to Carole Huntsman on March 4, 2026?

On March 4, 2026, Carole Huntsman received 3,989 restricted stock units and 4,986 stock options. These represent part of her equity compensation and are subject to multi‑year vesting schedules tied to her continued service with Madrigal Pharmaceuticals.

How do the new MDGL restricted stock units vest for Carole Huntsman?

The 3,989 restricted stock units vest in four equal parts. Vesting occurs 25% each on March 4, 2027, March 4, 2028, March 4, 2029 and March 4, 2030, provided she continues in service with Madrigal Pharmaceuticals on each vesting date.

What is the vesting schedule for Carole Huntsman’s new MDGL stock options?

The 4,986 stock options vest 25% on March 4, 2027, one year after grant. The remaining 75% vest in 6.25% increments on the last day of each successive three‑month period, as long as she remains in service with Madrigal Pharmaceuticals.

Are Carole Huntsman’s MDGL share sales discretionary or automatic?

The reported 419‑share sale was automatic and executed by the company. The filing states it represents shares sold by Madrigal on her behalf solely to cover tax withholding obligations from restricted stock unit vesting, not a discretionary open‑market sale.