Madrigal Pharmaceuticals (MDGL) GC gets equity grants and tax sale

Rhea-AI Filing Summary

Madrigal Pharmaceuticals’ general counsel Kelley Shannon reported a mix of equity awards and a small share sale. On March 4, 2026, she received 4,017 shares of common stock as a grant of restricted stock units that vest in four equal annual installments on March 4, 2027, March 4, 2028, March 4, 2029 and March 4, 2030, contingent on continued service. She was also granted a stock option for 5,022 shares that vests 25% on March 4, 2027 and 6.25% every three months thereafter, also subject to continued service. On March 6, 2026, 360 shares of common stock were sold at $431.94 per share by the company on her behalf solely to cover tax withholding from RSU vesting, an automatic transaction, leaving her with 12,138 shares of common stock held directly.

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

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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).

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.

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)
	General Counsel

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)		4,017	A	$0	12,498	D
Common Stock	03/06/2026		S(2)		360	D	$431.94	12,138	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		5,022		(3)	03/04/2036	Common Stock	5,022	$0	5,022	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. 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, as Attorney-in-Fact	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 Madrigal Pharmaceuticals (MDGL) report for Kelley Shannon?

Madrigal’s general counsel Kelley Shannon reported equity awards and a small sale. She received 4,017 restricted stock units and a 5,022-share stock option, and 360 shares were sold to cover tax withholding from vested RSUs, leaving her with 12,138 common shares.

How many Madrigal Pharmaceuticals (MDGL) shares did Kelley Shannon sell and at what price?

A total of 360 Madrigal common shares were sold at $431.94 each. The company executed this sale on her behalf exclusively to satisfy tax withholding obligations from restricted stock unit vesting, and it was automatic rather than a discretionary open-market sale.

What restricted stock unit grant did Kelley Shannon receive from Madrigal Pharmaceuticals (MDGL)?

She received a grant of 4,017 restricted stock units in Madrigal common stock. These units vest 25% on March 4, 2027, 2028, 2029 and 2030, provided she continues in service with the company on each vesting date, aligning compensation with ongoing employment.

What are the vesting terms of Kelley Shannon’s new Madrigal (MDGL) stock option grant?

The stock option covers 5,022 Madrigal shares with no exercise price disclosed here. It vests 25% on March 4, 2027, then 6.25% of the shares vest on the last day of each successive three-month period, contingent on her continued service with the company.

How many Madrigal Pharmaceuticals (MDGL) shares does Kelley Shannon hold after these transactions?

After the reported sale of 360 shares to cover tax withholding, Kelley Shannon directly holds 12,138 shares of Madrigal common stock. She also holds unexercised stock options for 5,022 shares and unvested restricted stock units, which are subject to future vesting conditions.