Madrigal Pharmaceuticals ownership disclosure: Janus Henderson Group plc reports beneficial ownership of 2,018,647 shares of Madrigal Pharmaceuticals common stock, representing 8.8% of the class as reported. The filing states the position reflects shared voting and dispositive power across Janus Henderson asset managers.
The filing clarifies the Asset Managers exercise voting discretion for Managed Portfolios and disclaim rights to receive dividends or sale proceeds tied to those Managed Portfolios; specific subsidiaries and exhibits are referenced for further identification.
Positive
None.
Negative
None.
Insights
Janus Henderson discloses an 8.8% stake via managed accounts.
Janus Henderson Group plc reports beneficial ownership of 8.8% through Asset Managers holding 2,018,647 shares. The filing attributes shared voting and shared dispositive power of 2,018,647 shares rather than sole control.
The notice explains the Asset Managers act for Managed Portfolios and disclaim rights to dividends or proceeds tied to those accounts. Further identity details for the acquiring subsidiaries are noted in an attached exhibit.
Key Figures
Beneficial ownership:2,018,647 sharesPercent of class:8.8%CUSIP:558868105
3 metrics
Beneficial ownership2,018,647 sharesreported beneficially owned by Janus Henderson Group plc
Percent of class8.8%percent of Madrigal common stock represented by the shares reported
CUSIP558868105Madrigal Pharmaceuticals common stock CUSIP on the filing
Key Terms
beneficially owned, Managed Portfolios, shared dispositive power
3 terms
beneficially ownedregulatory
"may be deemed to be the beneficial owner of 2,018,647 common stock"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Managed Portfoliosfinancial
"the Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include ... Managed Portfolios"
shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition of: 2018647"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
MADRIGAL PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
558868105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
558868105
1
Names of Reporting Persons
JANUS HENDERSON GROUP PLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,018,647.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,018,647.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,018,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
MADRIGAL PHARMACEUTICALS, INC.
(b)
Address of issuer's principal executive offices:
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA 19428
Item 2.
(a)
Name of person filing:
Janus Henderson Group plc
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
558868105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Janus Henderson Group plc (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, and Victory Park Capital Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 2,018,647 common stock of Madrigal Pharmaceuticals, Inc. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
8.8 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2018647
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2018647
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, none own more than five percent of the common stock of Madrigal Pharmaceuticals, Inc.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Janus Henderson hold in Madrigal Pharmaceuticals (MDGL)?
Janus Henderson reports beneficial ownership of 2,018,647 shares, equal to 8.8% of Madrigal Pharmaceuticals common stock. The amount reflects combined holdings across its Asset Managers exercising voting discretion for Managed Portfolios.
Does Janus Henderson have sole voting or disposal power over MDGL shares?
No. The filing reports 0 shares with sole voting power and 0 with sole dispositive power; it shows 2,018,647 shares as shared voting and shared dispositive power across the Asset Managers.
Can Janus Henderson receive dividends or proceeds from the reported MDGL shares?
The filing states the Asset Managers do not have the right to receive dividends or sale proceeds from securities held in the Managed Portfolios and disclaim ownership tied to such rights for those accounts.
Are any Managed Portfolios identified as owning more than 5% of MDGL?
No. The filing says none of the Managed Portfolios own more than 5% of Madrigal common stock, although the aggregate beneficial ownership reported for Janus Henderson equals 8.8%.
Where can I find which subsidiary or fund acquired the shares reported by Janus Henderson?
The filing references an exhibit for Item 7 that identifies the relevant subsidiary or classification. Review Exhibit 99 (Item 7) attached to the schedule for subsidiary identification and Item 3 classification.