Madrigal (NASDAQ: MDGL) director reports automatic tax-withholding sale and large holdings

Rhea-AI Filing Summary

Madrigal Pharmaceuticals director Rebecca Taub reported an automatic sale of common stock tied to tax withholding. On the reported date, 491 shares of Madrigal Pharmaceuticals common stock were sold at an average price of $431.94 per share to cover tax obligations from vesting restricted stock units. After this transaction, Taub directly held 452,213 shares of common stock. She also reported indirect ownership of 655,540 shares held by SQN LLC, where she and her spouse are managing members, while disclaiming beneficial ownership of those shares beyond any pecuniary interest.

Insider Trade Summary

Net Seller: 491 shares ($212,083)

Net Sell 2 txns

Insider Taub Rebecca

Role Director

Sold 491 shs ($212K)

Type	Security	Shares	Price	Value
Sale	Common Stock	491	$431.94	$212K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 452,213 shares (Direct); Common Stock — 655,540 shares (Indirect, By SQN LLC)

Footnotes (1)

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. The Reporting Person and her spouse are each managing members of SQN, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Form 4 Insider Transactions: What Each Field Means →

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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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^*

Taub Rebecca

(Last) (First) (Middle)

C/O MADRIGAL PHARMACEUTICALS, INC.

200 BARR HARBOR DRIVE, SUITE 400

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		S(1)		491	D	$431.94	452,213	D
Common Stock								655,540	I	By SQN LLC(2)

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

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.

2. The Reporting Person and her spouse are each managing members of SQN, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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 transaction did MDGL director Rebecca Taub report on this Form 4?

Rebecca Taub reported an automatic sale of 491 shares of Madrigal Pharmaceuticals common stock. The shares were sold at an average price of $431.94 to cover tax withholding obligations arising from the vesting of restricted stock units, rather than a discretionary open-market sale.

Why did Rebecca Taub’s MDGL shares get sold in this filing?

The sale was made to cover tax withholding obligations from vesting restricted stock units. The issuer sold 491 shares on Rebecca Taub’s behalf automatically, and the footnote states the transaction was not at her discretion but driven by tax requirements.

How many MDGL shares does Rebecca Taub hold directly after this Form 4 transaction?

After the reported tax-withholding sale, Rebecca Taub directly held 452,213 shares of Madrigal Pharmaceuticals common stock. This figure reflects her remaining direct ownership following the automatic disposition of 491 shares used solely to satisfy related tax obligations.

What is the relationship between Rebecca Taub and SQN LLC in the MDGL Form 4?

Rebecca Taub and her spouse are managing members of SQN LLC, which holds 655,540 Madrigal Pharmaceuticals shares. She reports these as indirectly owned but disclaims beneficial ownership beyond any pecuniary interest, noting that inclusion does not admit full beneficial ownership for Section 16 purposes.

Was the MDGL insider sale by Rebecca Taub a discretionary open-market trade?

No. The filing explains the sale was executed by Madrigal Pharmaceuticals on her behalf to cover tax withholding from restricted stock unit vesting. The footnote clarifies it was automatic and not at Rebecca Taub’s discretion, distinguishing it from a voluntary open-market sale.

How many MDGL shares are indirectly associated with Rebecca Taub after this filing?

The Form 4 shows 655,540 Madrigal Pharmaceuticals shares indirectly associated with Rebecca Taub through SQN LLC. She and her spouse are managing members, but she disclaims beneficial ownership of these securities except to the extent of her pecuniary interest, if any.