Madrigal (MDGL) CFO has shares sold automatically for tax withholding

Rhea-AI Filing Summary

Madrigal Pharmaceuticals EVP and CFO Mardi Dier had 1,183 shares of common stock sold at an average price of $427.21 per share. The shares were sold by the company on her behalf solely to cover tax withholding on vested restricted stock units, in an automatic, non-discretionary transaction. After this sale, she continues to hold 9,257 shares directly.

Insider Trade Summary

Net Seller: 1,183 shares ($505,389)

Net Sell 1 txn

Insider Dier Mardi

Role EVP and CFO

Sold 1,183 shs ($505K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,183	$427.21	$505K

Holdings After Transaction: Common Stock — 9,257 shares (Direct)

Footnotes (1)

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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^*

Dier Mardi

(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)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S(1)		1,183	D	$427.21	9,257	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	03/02/2026
	** 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 EVP and CFO Mardi Dier report?

Mardi Dier reported a sale of 1,183 shares of Madrigal Pharmaceuticals common stock at an average price of $427.21 per share. The transaction was executed to satisfy tax withholding obligations tied to restricted stock unit vesting.

Was the MDGL insider sale by Mardi Dier a discretionary trade?

No, the sale was not discretionary. The company sold 1,183 shares on Mardi Dier’s behalf automatically to cover tax withholding obligations arising from the vesting of restricted stock units, according to the disclosed footnote.

How many MDGL shares did Mardi Dier sell and at what price?

She had 1,183 shares of Madrigal Pharmaceuticals common stock sold at an average price of $427.21 per share. The transaction was structured to cover tax withholding tied to equity compensation vesting rather than as an open-market investment decision.

How many MDGL shares does Mardi Dier hold after this reported transaction?

After the tax-withholding sale, Mardi Dier directly holds 9,257 shares of Madrigal Pharmaceuticals common stock. This remaining balance reflects her continuing equity stake following the automatic disposition linked to restricted stock unit vesting.

Why did Madrigal Pharmaceuticals sell shares on behalf of Mardi Dier?

The company sold shares on her behalf to cover tax withholding obligations triggered when her restricted stock units vested. This method avoids requiring cash payment for taxes and is a common approach for equity compensation settlements.