Janus Henderson (MDGL) discloses 7% passive stake in Madrigal Pharmaceuticals

Rhea-AI Filing Summary

Janus Henderson Group plc filed an amended Schedule 13G reporting passive ownership of Madrigal Pharmaceuticals common stock. Through its investment adviser subsidiaries managing various client accounts, it may be deemed to beneficially own 1,584,843 shares, representing 7.0% of Madrigal’s common stock as of 12/31/2025.

The asset manager entities hold shared voting and shared dispositive power over these shares, while having no sole voting or dispositive power. Dividends and sale proceeds belong to the underlying managed portfolios, and Janus Henderson certifies the holdings are in the ordinary course of business and not for influencing control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

MADRIGAL PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

558868105

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 1,584,843.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,584,843.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,584,843.00

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)

7.0 %

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 1,584,843 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: 7.0 %
(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: 1584843
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1584843
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.

JANUS HENDERSON GROUP PLC

Signature:	Kristin Mariani
Name/Title:	Head of North America Compliance
Date:	02/17/2026

Exhibit Information

Exhibit 24: Power of Attorney Exhibit 99: Item 7

FAQ

What ownership in MDGL does Janus Henderson report on this Schedule 13G/A?

Janus Henderson reports beneficial ownership of 1,584,843 shares of Madrigal Pharmaceuticals common stock, equal to 7.0% of the class as of December 31, 2025. These shares are held across multiple managed client portfolios overseen by its investment adviser affiliates.

How much voting and dispositive power does Janus Henderson have over MDGL shares?

Janus Henderson reports 0 shares with sole voting or dispositive power and 1,584,843 shares with shared voting and shared dispositive power. That means its asset manager subsidiaries vote and trade the shares collectively for client accounts rather than under sole firm control.

Who receives dividends and sale proceeds from Janus Henderson’s MDGL holdings?

The filing states that the Managed Portfolios—client accounts advised by Janus Henderson’s asset manager subsidiaries—receive all dividends and sale proceeds. The asset managers disclaim ownership of these economic rights, acting only with investment and voting discretion on behalf of their clients.

Is any single Janus Henderson client over 5% of MDGL’s common stock?

No, according to Item 6, none of the individual managed portfolios holds more than 5% of Madrigal Pharmaceuticals’ common stock. The reported 7.0% beneficial ownership reflects the combined positions of many client accounts managed by Janus Henderson affiliates.

Does Janus Henderson intend to influence control of Madrigal Pharmaceuticals (MDGL)?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control. The filing characterizes the position as a passive investment under Schedule 13G requirements.

Who signed the MDGL Schedule 13G/A for Janus Henderson and in what capacity?

The statement is signed by Kristin Mariani, identified as Head of North America Compliance, dated 02/17/2026. The signature certifies, after reasonable inquiry, that the information provided about Janus Henderson’s Madrigal holdings is true, complete, and correct.