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Madrigal Pharmaceuticals (MDGL) CEO earns 50,000-share award, sells 2,500 for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Madrigal Pharmaceuticals President and CEO William John Sibold earned 50,000 shares of common stock on July 17, 2026 after meeting performance and service conditions under a one-time sign-on Performance RSU award. On July 20, 2026, the issuer sold 2,500 of these shares on his behalf in multiple automatic transactions at weighted-average prices between $542.22 and $555.10 per share to cover tax withholding obligations, and these sales were not at Sibold's discretion. The company is irrevocably obligated to issue the remaining earned shares to him on September 8, 2029.

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Insider Sibold William John
Role President and CEO
Sold 2,500 shs ($1.37M)
Approx. gross sale proceeds $1.37M
Type Security Shares Price Value
Sale Common Stock F2, F3 140 $542.7459 $76K
Sale Common Stock F2, F4 110 $543.7929 $60K
Sale Common Stock F2, F5 545 $544.714 $297K
Sale Common Stock F2, F6 275 $545.7092 $150K
Sale Common Stock F2, F7 269 $547.0788 $147K
Sale Common Stock F2, F8 680 $547.698 $372K
Sale Common Stock F2, F9 47 $548.8719 $26K
Sale Common Stock F2, F10 153 $550.0138 $84K
Sale Common Stock F2 1 $550.72 $550.72
Sale Common Stock F2, F11 280 $555.05 $155K
Exercise Performance Restricted Stock Units F12 50,000 $0.00 $0.00
Exercise Common Stock F1 50,000 -- --
Holdings After Transaction: Performance Restricted Stock Units — 0 shares (Direct); Common Stock — 209,329 shares (Direct)
Footnotes (12)
  1. F1. On July 17, 2026, the Reporting Person earned 50,000 shares of common stock following the achievement of the performance and service conditions of the Performance Restricted Stock Units described in Footnote 12. Pursuant to the terms of the award, certain of these shares were sold to cover certain tax withholding obligations as described in Footnote 2 below. The Issuer is irrevocably obligated to issue the remaining shares to the Reporting Person on September 8, 2029, the sixth anniversary of the commencement of his employment with the Issuer.
  2. F2. The sale reported on this line represents the number of shares sold by the Issuer on behalf of the Reporting Person to cover certain tax withholding obligations in connection with the Reporting Person earning 50,000 shares of common stock as described in Footnote 1 above. This sale was automatic and not at the discretion of the Reporting Person.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $542.22 to $543.16, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and the footnotes below.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $543.26 to $544.25, inclusive.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $544.31 to $545.28, inclusive.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $545.31 to $546.29, inclusive.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $546.37 to $547.35, inclusive.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $547.40 to $548.29, inclusive.
  9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $548.42 to $549.39, inclusive.
  10. F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $549.70 to $550.24, inclusive.
  11. F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $555.00 to $555.10, inclusive.
  12. F12. On September 11, 2023, the Reporting Person was granted a one-time sign-on award of Performance Restricted Stock Units with a target award of 50,000 shares of common stock that could be earned upon the achievement of significant sustained stock price appreciation hurdles over a five-year period. The Reporting Person was eligible to earn up to 300% of the target award. Following the achievement of the first hurdle in February 2025, the second hurdle in December 2025 and the third and final hurdle reported on this line, all performance hurdles have been achieved. See the Issuer's Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 for additional information about the Performance Restricted Stock Units.
Shares earned from Performance RSUs 50,000 shares Earned on July 17, 2026 after performance and service conditions were achieved
Shares sold for tax withholding 2,500 shares Sold by the issuer on July 20, 2026 on behalf of the CEO to cover withholding obligations
Sale price range $542.22–$555.10 per share Weighted-average price ranges for the automatic tax-related sales on July 20, 2026
PRSU grant date September 11, 2023 Date of one-time sign-on Performance Restricted Stock Unit grant to the CEO
Target PRSU award 50,000 shares Target number of shares under the CEO’s Performance RSU sign-on award
Maximum award multiple 300% CEO was eligible to earn up to 300% of the 50,000-share target award
Remaining share issuance date September 8, 2029 Date on which the issuer is irrevocably obligated to issue remaining earned shares
Performance Restricted Stock Units financial
"one-time sign-on award of Performance Restricted Stock Units with a target award"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding obligations financial
"sold by the Issuer on behalf of the Reporting Person to cover certain tax withholding obligations"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Madrigal Pharmaceuticals (MDGL) CEO William John Sibold report in this Form 4?
William John Sibold reported earning 50,000 shares of MDGL common stock from a performance-based RSU award. Of these, 2,500 shares were sold by the issuer on July 20, 2026 to cover withholding obligations, with the remaining earned shares scheduled for future issuance.

How many MDGL shares did the CEO earn from performance units?
Sibold earned 50,000 shares of MDGL common stock on July 17, 2026 after satisfying performance and service conditions on a one-time sign-on Performance Restricted Stock Unit award that had a 50,000-share target and performance hurdles over a five-year period.

How many MDGL shares were sold for taxes and at what prices?
The issuer sold 2,500 MDGL shares on Sibold’s behalf on July 20, 2026 to cover tax withholding. These automatic sales occurred in multiple transactions at weighted-average prices ranging from $542.22 to $555.10 per share, as detailed across several price-range footnotes.

Were the MDGL CEO’s reported stock sales discretionary?
No. Footnotes state the 2,500 shares sold on July 20, 2026 were sold by the issuer on Sibold’s behalf solely to cover tax withholding obligations related to the earned shares, and that these sales were automatic and not at the reporting person’s discretion.

When will the remaining earned MDGL shares be issued to the CEO?
After the tax-related sales, the issuer is irrevocably obligated to issue the remaining earned shares to Sibold on September 8, 2029, which is described as the sixth anniversary of the commencement of his employment with Madrigal Pharmaceuticals.

What are the key terms of the MDGL CEO’s Performance RSU award?
On September 11, 2023, Sibold received a one-time sign-on Performance RSU award with a 50,000-share target, eligible for up to 300% of target upon meeting significant sustained stock price appreciation hurdles, all of which have been achieved according to the disclosure.
SEC Form 4
FORM 4UNITED 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*
Sibold William John
(Last)(First)(Middle)
C/O MADRIGAL PHARMACEUTICALS, INC.
1001 CONSHOHOCKEN STATE ROAD SUITE 2-350
(Street)
WEST CONSHOHOCKEN PENNSYLVANIA 19428
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MADRIGAL PHARMACEUTICALS, INC. [ MDGL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/17/2026M(1)50,000A(1)211,829D
Common Stock07/20/2026S(2)140D$542.7459(3)211,689D
Common Stock07/20/2026S(2)110D$543.7929(4)211,579D
Common Stock07/20/2026S(2)545D$544.714(5)211,034D
Common Stock07/20/2026S(2)275D$545.7092(6)210,759D
Common Stock07/20/2026S(2)269D$547.0788(7)210,490D
Common Stock07/20/2026S(2)680D$547.698(8)209,810D
Common Stock07/20/2026S(2)47D$548.8719(9)209,763D
Common Stock07/20/2026S(2)153D$550.0138(10)209,610D
Common Stock07/20/2026S(2)1D$550.72209,609D
Common Stock07/20/2026S(2)280D$555.05(11)209,329D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units(12)07/17/2026M50,000 (12) (12)Common Stock50,000$00D
Explanation of Responses:
1. On July 17, 2026, the Reporting Person earned 50,000 shares of common stock following the achievement of the performance and service conditions of the Performance Restricted Stock Units described in Footnote 12. Pursuant to the terms of the award, certain of these shares were sold to cover certain tax withholding obligations as described in Footnote 2 below. The Issuer is irrevocably obligated to issue the remaining shares to the Reporting Person on September 8, 2029, the sixth anniversary of the commencement of his employment with the Issuer.
2. The sale reported on this line represents the number of shares sold by the Issuer on behalf of the Reporting Person to cover certain tax withholding obligations in connection with the Reporting Person earning 50,000 shares of common stock as described in Footnote 1 above. This sale was automatic and not at the discretion of the Reporting Person.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $542.22 to $543.16, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and the footnotes below.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $543.26 to $544.25, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $544.31 to $545.28, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $545.31 to $546.29, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $546.37 to $547.35, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $547.40 to $548.29, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $548.42 to $549.39, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $549.70 to $550.24, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $555.00 to $555.10, inclusive.
12. On September 11, 2023, the Reporting Person was granted a one-time sign-on award of Performance Restricted Stock Units with a target award of 50,000 shares of common stock that could be earned upon the achievement of significant sustained stock price appreciation hurdles over a five-year period. The Reporting Person was eligible to earn up to 300% of the target award. Following the achievement of the first hurdle in February 2025, the second hurdle in December 2025 and the third and final hurdle reported on this line, all performance hurdles have been achieved. See the Issuer's Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 for additional information about the Performance Restricted Stock Units.
Remarks:
/s/ Mardi Dier, as Attorney-in-Fact07/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR