Tax-withholding share sale by Madrigal (NASDAQ: MDGL) director

Rhea-AI Filing Summary

Madrigal Pharmaceuticals director Rebecca Taub reported an automatic sale of common stock related to taxes on equity compensation. On January 26, 2026, the issuer sold 647 shares of Madrigal common stock on her behalf at $492.42 per share to cover tax withholding obligations from the vesting of restricted stock units. The filing states this sale was automatic and not at her discretion.

After this transaction, Taub beneficially owned 452,704 shares directly and 655,540 shares indirectly through SQN LLC. She and her spouse are managing members of SQN LLC, and she disclaims beneficial ownership of those indirect shares except to the extent of any pecuniary interest.

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^*

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)
01/26/2026

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	01/26/2026		S(1)		647	D	$492.42	452,704	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	01/26/2026
	** 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 transaction did MDGL director Rebecca Taub report?

Rebecca Taub reported an automatic sale of 647 shares of Madrigal Pharmaceuticals common stock on January 26, 2026, executed by the issuer to cover tax withholding obligations from vested restricted stock units.

At what price were the Madrigal Pharmaceuticals (MDGL) shares sold in this Form 4?

The 647 shares of Madrigal Pharmaceuticals common stock were sold at a price of $492.42 per share to satisfy tax withholding obligations tied to restricted stock unit vesting.

Was the MDGL insider sale discretionary or automatic?

The filing explains that the sale was automatic and made by the issuer on behalf of Rebecca Taub to cover tax withholding obligations in connection with the vesting of restricted stock units, and was not at her discretion.

How many MDGL shares does Rebecca Taub own after the reported transaction?

After the transaction, Rebecca Taub beneficially owned 452,704 shares directly and 655,540 shares indirectly through SQN LLC, as reported in the Form 4.

What is the nature of Rebecca Taub’s indirect ownership in Madrigal Pharmaceuticals shares?

The Form 4 reports 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 any pecuniary interest.

What is Rebecca Taub’s relationship to Madrigal Pharmaceuticals (MDGL)?

According to the filing, Rebecca Taub is a director of Madrigal Pharmaceuticals, Inc. and is the reporting person on this Form 4.