Madrigal (MDGL) GC Shannon T. Kelley Receives Award, Sells Shares

What Happened Shannon T. Kelley, General Counsel of Madrigal Pharmaceuticals (MDGL), received equity awards and had a small automatic sale to cover tax withholding. The filing shows grants of 4,017 restricted stock units (RSUs) and 5,022 derivative awards (options/award units) on March 4, 2026 (reported at $0 acquisition price), and a sale of 360 shares on March 6, 2026 at $431.94 per share for proceeds of $155,498. The sale was a withholding/tax-covering transaction (routine), not a discretionary open-market sell for investment purposes.

Key Details

• Grant dates: March 4, 2026 — 4,017 RSUs (A) and 5,022 derivative award units (A) at $0.00 reported price.
• Sale: March 6, 2026 — 360 shares sold (S) at $431.94 each; total $155,498. This sale was to cover tax withholding.
• Vesting/terms: RSUs vest 25% on each March 4 of 2027, 2028, 2029 and 2030 (F1). The derivative award vests 25% on March 4, 2027, then 6.25% each quarter thereafter (F3).
• Footnote on sale: The 360-share disposition was automatic to cover taxes in connection with RSU vesting and not at the reporting person’s discretion (F2).
• Shares owned after transaction: not specified in the filing.
• Filing timing: Reported on March 6, 2026 (period of report March 4, 2026); filing is not indicated as late.

Context The sale was a routine, automatic tax-withholding disposition and does not necessarily indicate a change in sentiment. The awards are subject to multi-year vesting schedules — RSUs deliver shares only as they vest, and the derivative award vests over time per the schedule described. Purchases (bullish signals) are more informative; this filing mainly documents standard compensation and tax-related selling.