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  4. [Form 4] MADRIGAL PHARMACEUTICALS, INC. Insider Trading Activity

Madrigal (NASDAQ: MDGL) GC has 664 shares sold for RSU taxes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MADRIGAL PHARMACEUTICALS, INC. (MDGL) reported that officer Kelley T. Shannon, General Counsel, had 664 shares of common stock sold on 2026-08-17 at $514.97 per share. According to the company’s disclosure, the shares were sold by the issuer on her behalf solely to cover tax withholding obligations from vesting restricted stock units and were automatic, not at her discretion. Following this transaction, she directly holds 11,474 MDGL common shares.

Positive

  • None.

Negative

  • None.
Insider Kelley Shannon T
Role General Counsel
Sold 664 shs ($342K)
Type Security Shares Price Value
Sale Common Stock F1 664 $514.97 $342K
Holdings After Transaction: Common Stock — 11,474 shares (Direct)
Footnotes (1)
  1. F1. 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.
Shares sold 664 shares Common stock sold on 2026-08-17 to cover tax withholding obligations
Sale price $514.97 per share Price for MDGL common stock in the 2026-08-17 sale
Shares held after transaction 11,474 shares Direct MDGL common stock holdings of Kelley T. Shannon after the sale
restricted stock units financial
"in connection with the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"sold by the Issuer on behalf of the Reporting Person to cover tax withholding obligations"
open market or private transaction financial
"Sale in open market or private transaction"

FAQ

What insider transaction did MDGL report for General Counsel Kelley T. Shannon?
MDGL reported that Kelley T. Shannon had 664 shares of common stock sold on 2026-08-17 at $514.97 per share. The issuer sold these shares on her behalf to cover tax withholding obligations from vesting restricted stock units.

How many MDGL shares does Kelley T. Shannon hold after this Form 4 transaction?
After the reported transaction, Kelley T. Shannon directly holds 11,474 shares of MDGL common stock. This figure reflects her position following the sale of 664 shares to cover tax withholding obligations related to vesting restricted stock units.

Was the MDGL insider sale by Kelley T. Shannon discretionary?
No. The filing states the sale was automatic and conducted by the issuer on her behalf solely to cover tax withholding obligations arising from the vesting of restricted stock units, and was not at her discretion.

What price was received for the MDGL shares sold for Kelley T. Shannon’s tax withholding?
The 664 MDGL common shares sold on behalf of Kelley T. Shannon to cover tax withholding obligations were sold at a price of $514.97 per share, as reported in the Form 4.

Is the Kelley T. Shannon MDGL Form 4 tied to restricted stock units (RSUs)?
Yes. The disclosure states the sale of 664 shares was made to cover tax withholding obligations in connection with the vesting of restricted stock units held by Kelley T. Shannon.

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Form 4 Insider Transactions: What Each Field Means →
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*
Kelley Shannon T
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		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 Stock08/17/2026S(1)664D$514.9711,474D
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
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, as Attorney-in-Fact08/20/2026
** 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