Madrigal (NASDAQ: MDGL) CFO sells stock and gets new equity grants

Rhea-AI Filing Summary

Madrigal Pharmaceuticals EVP and CFO Mardi Dier reported both stock sales and new equity awards. On March 6, 2026, she sold a total of 1,982 shares of common stock in multiple open-market transactions at prices generally in the low-to-mid $400s per share. One sale was made by the company to cover tax withholding on vesting restricted stock units, and certain sales were made under a pre-established Rule 10b5-1 trading plan adopted on September 2, 2025.

On March 4, 2026, she received 5,215 restricted stock units and an option for 6,519 shares. The restricted stock units vest in four equal annual installments on March 4 of 2027, 2028, 2029, and 2030, while the option vests 25% on March 4, 2027, with the remainder vesting 6.25% at the end of each following three-month period, subject to continued service.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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)
03/04/2026

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)		5,215	A	$0	14,472	D
Common Stock	03/06/2026		S(2)		646	D	$431.94	13,826	D
Common Stock	03/06/2026		S(3)		40	D	$425.08	13,786	D
Common Stock	03/06/2026		S(3)		420	D	$426.8638(4)	13,366	D
Common Stock	03/06/2026		S(3)		80	D	$427.845(5)	13,286	D
Common Stock	03/06/2026		S(3)		160	D	$428.995(6)	13,126	D
Common Stock	03/06/2026		S(3)		40	D	$429.58	13,086	D
Common Stock	03/06/2026		S(3)		120	D	$430.9033(7)	12,966	D
Common Stock	03/06/2026		S(3)		116	D	$432.5559(8)	12,850	D
Common Stock	03/06/2026		S(3)		160	D	$434.2(9)	12,690	D
Common Stock	03/06/2026		S(3)		80	D	$435.315(10)	12,610	D
Common Stock	03/06/2026		S(3)		80	D	$436.69(11)	12,530	D
Common Stock	03/06/2026		S(3)		40	D	$437.65	12,490	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		6,519		(12)	03/04/2036	Common Stock	6,519	$0	6,519	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. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 2, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $426.46 to $427.08, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $427.50 to $428.19, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $428.51 to $429.24, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $430.66 to $431.04, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $432.41 to $432.99, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $433.82 to $434.58, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $435.26 to $435.37, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $436.46 to $436.92, inclusive.

12. 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	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 Mardi Dier report on this Form 4?

Mardi Dier, EVP and CFO of Madrigal Pharmaceuticals, reported selling 1,982 shares of common stock and receiving new equity awards. The filing shows multiple open-market sales plus grants of 5,215 restricted stock units and an option for 6,519 shares, all held directly.

How many Madrigal (MDGL) shares did Mardi Dier sell and at what prices?

The Form 4 shows Mardi Dier sold 1,982 shares of Madrigal common stock on March 6, 2026. These were executed in multiple open-market trades at prices generally in the low-to-mid $400s per share, with several lines reporting weighted-average prices around $426–$437.

What new stock awards did the MDGL CFO receive in this filing?

On March 4, 2026, Mardi Dier received 5,215 restricted stock units and a stock option for 6,519 shares. These awards were granted at a price per share of $0.00 as compensation, subject to multi-year vesting schedules tied to her continued service with Madrigal.

How do Mardi Dier’s new Madrigal restricted stock units vest over time?

The filing states the 5,215 restricted stock units vest in four equal tranches. Twenty-five percent of the shares vest on each of March 4, 2027, March 4, 2028, March 4, 2029 and March 4, 2030, provided Mardi Dier remains in service with Madrigal on each vesting date.

What is the vesting schedule for Mardi Dier’s new MDGL stock option grant?

The 6,519-share option vests 25% on March 4, 2027, one year after grant. Thereafter, 6.25% of the shares vest on the last day of each successive three-month period, as long as Mardi Dier continues in service with Madrigal Pharmaceuticals on each applicable vesting date.

Were any of Mardi Dier’s MDGL share sales related to tax withholding?

Yes. A footnote explains that one sale represents shares sold by Madrigal on Mardi Dier’s behalf to cover tax withholding obligations from vesting restricted stock units. That sale was automatic and not at her discretion, distinguishing it from her other open-market sales.

Did Mardi Dier use a Rule 10b5-1 trading plan for MDGL stock sales?

The filing notes that certain reported sales were executed under a Rule 10b5-1 trading plan adopted by Mardi Dier on September 2, 2025. Such plans pre-schedule trades in advance, providing a structured framework for selling shares over time under predetermined conditions.