SEC Form 4 · accession 0001628280-26-048919

MADRIGAL PHARMACEUTICALS, INC. · MDGL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On July 17, 2026, the Reporting Person earned 50,000 shares of common stock following the achievement of the performance and service conditions of the Performance Restricted Stock Units described in Footnote 12. Pursuant to the terms of the award, certain of these shares were sold to cover certain tax withholding obligations as described in Footnote 2 below. The Issuer is irrevocably obligated to issue the remaining shares to the Reporting Person on September 8, 2029, the sixth anniversary of the commencement of his employment with the Issuer.
• F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $549.70 to $550.24, inclusive.
• F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $555.00 to $555.10, inclusive.
• F12On September 11, 2023, the Reporting Person was granted a one-time sign-on award of Performance Restricted Stock Units with a target award of 50,000 shares of common stock that could be earned upon the achievement of significant sustained stock price appreciation hurdles over a five-year period. The Reporting Person was eligible to earn up to 300% of the target award. Following the achievement of the first hurdle in February 2025, the second hurdle in December 2025 and the third and final hurdle reported on this line, all performance hurdles have been achieved. See the Issuer's Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 for additional information about the Performance Restricted Stock Units.
• F2The sale reported on this line represents the number of shares sold by the Issuer on behalf of the Reporting Person to cover certain tax withholding obligations in connection with the Reporting Person earning 50,000 shares of common stock as described in Footnote 1 above. This sale was automatic and not at the discretion of the Reporting Person.
• F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $542.22 to $543.16, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and the footnotes below.
• F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $543.26 to $544.25, inclusive.
• F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $544.31 to $545.28, inclusive.
• F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $545.31 to $546.29, inclusive.
• F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $546.37 to $547.35, inclusive.
• F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $547.40 to $548.29, inclusive.
• F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $548.42 to $549.39, inclusive.