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Madrigal (NASDAQ: MDGL) awards Reed 647 RSUs and options on 1,078 shares

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Form Type
4

Rhea-AI Filing Summary

MADRIGAL PHARMACEUTICALS, INC. (MDGL) reported equity compensation grants to director John C. Reed. He received 647 shares of Common Stock as restricted stock units that vest 50% on August 15, 2027 and 50% on August 15, 2028, subject to continued service. He also received a stock option for 1,078 shares at an exercise price of $507.56 per share, expiring August 15, 2036, vesting 50% on August 15, 2027 and 12.5% at the end of each successive three-month period for four periods thereafter, contingent on continued service.

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Insider REED JOHN C
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) F2 1,078 $0.00 $0.00
Grant/Award Common Stock F1 647 $0.00 $0.00
Holdings After Transaction: Stock Option (Right to Buy) — 1,078 shares (Direct); Common Stock — 647 shares (Direct)
Footnotes (2)
  1. F1. Represents a grant of restricted stock units which vest as to 50% of the shares on each of August 15, 2027 and August 15, 2028, provided the Reporting Person continues in service with the Issuer on each such date.
  2. F2. The option vests as to 50% of the shares on the first anniversary of the date of grant (August 15, 2027), and, thereafter, 12.5% of the shares shall vest on the last day of each successive three-month period for four successive three-month periods, provided the Reporting Person continues in service with the Issuer on each such date.
Restricted stock units granted 647 shares Grant of Common Stock RSUs to John C. Reed on August 15, 2026
Option shares granted 1,078 shares Stock Option (Right to Buy) granted to John C. Reed on August 15, 2026
Option exercise price $507.56 per share Exercise price for 1,078-share stock option grant
Option expiration date August 15, 2036 Expiration of stock option granted to John C. Reed
RSU vesting dates August 15, 2027 and August 15, 2028 Each date covers 50% of the 647 RSU shares
Initial option vesting 50% on August 15, 2027 First tranche of vesting for 1,078-share stock option
restricted stock units financial
"Represents a grant of restricted stock units which vest as to 50% of the shares"
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.
Stock Option (Right to Buy financial
"security_title": "Stock Option (Right to Buy)"
exercise price financial
"conversion_or_exercise_price": "507.5600"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vesting financial
"The option vests as to 50% of the shares on the first anniversary"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What insider transactions did MDGL director John C. Reed report on this Form 4?

John C. Reed reported two equity grants from Madrigal Pharmaceuticals: a grant of 647 restricted stock units of Common Stock and a stock option for 1,078 shares with a specified vesting schedule and a $507.56 per share exercise price.

How many MDGL restricted stock units were granted to John C. Reed and how do they vest?

John C. Reed was granted 647 restricted stock units of MDGL Common Stock. These RSUs vest 50% on August 15, 2027 and 50% on August 15, 2028, provided he continues in service with Madrigal Pharmaceuticals on each applicable vesting date.

What are the key terms of John C. Reed’s MDGL stock option grant?

He received a stock option for 1,078 shares of MDGL Common Stock at an exercise price of $507.56 per share, expiring on August 15, 2036, with vesting tied to continued service over time.

What is the vesting schedule for John C. Reed’s MDGL stock option award?

The option vests 50% on August 15, 2027. The remaining shares vest in four installments of 12.5% each on the last day of successive three-month periods, contingent on his continued service with Madrigal Pharmaceuticals.

How many MDGL shares will John C. Reed hold if all reported grants fully vest and options are exercised?

The reported grants cover 647 RSU shares and an option for 1,078 underlying shares. If all RSUs vest and the option is fully exercised, these awards correspond to 1,725 shares of MDGL Common Stock, assuming no other changes.

Are John C. Reed’s reported MDGL equity awards immediately vested?

No. The 647 RSUs vest 50% in 2027 and 50% in 2028, and the 1,078-share stock option vests 50% in 2027 and then 12.5% quarterly for four periods, all subject to his continued service with Madrigal Pharmaceuticals.

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

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Learn about SEC filing dates
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*
REED JOHN C

(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
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 Stock08/15/2026A(1)647A$0647D
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
Stock Option (Right to Buy)$507.5608/15/2026A1,078 (2)08/15/2036Common Stock1,078$01,078D
Explanation of Responses:
1. Represents a grant of restricted stock units which vest as to 50% of the shares on each of August 15, 2027 and August 15, 2028, provided the Reporting Person continues in service with the Issuer on each such date.
2. The option vests as to 50% of the shares on the first anniversary of the date of grant (August 15, 2027), and, thereafter, 12.5% of the shares shall vest on the last day of each successive three-month period for four successive three-month periods, provided the Reporting Person continues in service with the Issuer on each such date.
Remarks:
/s/ Mardi Dier, as Attorney-in-Fact08/18/2026
** 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)