MADRIGAL PHARMACEUTICALS, INC.·4

Mar 6, 6:34 PM ET

Kelley Shannon T 4

4 · MADRIGAL PHARMACEUTICALS, INC. · Filed Mar 6, 2026

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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.

Insider Transaction Report

Form 4
Period: 2026-03-04
Kelley Shannon T
General Counsel
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-04+4,01712,498 total
  • Sale

    Common Stock

    [F2]
    2026-03-06$431.94/sh360$155,49812,138 total
  • Award

    Stock Option (Right to Buy)

    [F3]
    2026-03-04+5,0225,022 total
    Exercise: $434.80Exp: 2036-03-04Common Stock (5,022 underlying)
Footnotes (3)
  • [F1]Represents a grant of restricted stock units, which vest as to 25% of the shares on each of March 4, 2027, March 4, 2028, March 4, 2029 and March 4, 2030, provided the Reporting Person continues in service with the Issuer on each such date.
  • [F2]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.
  • [F3]The option vests as to 25% of the shares on the first anniversary of the date of grant (March 4, 2027) and, thereafter, 6.25% of the shares shall vest on the last day of each successive three-month period, provided the Reporting Person continues in service with the Issuer on each such date.
Signature
/s/ Mardi Dier, as Attorney-in-Fact|2026-03-06

Documents

1 file
  • 4
    wk-form4_1772840042.xmlPrimary

    FORM 4