MADRIGAL PHARMACEUTICALS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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MADRIGAL PHARMACEUTICALS, INC.

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April 29, 2025​

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DEAR STOCKHOLDERS:

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On behalf of our Board of Directors and our entire organization, thank you for your investment in Madrigal. Your continued support has enabled us to successfully execute our objectives, namely, to lead the fight against metabolic dysfunction-associated steatohepatitis (“MASH”). At the start of 2024, there was not a single FDA approved therapy to treat MASH, leaving a severely underserved patient population at risk of progressing to cirrhosis and other adverse outcomes. By the end of the year, almost 12,000 patients were using our medication, Rezdiffra. This is reflective of the urgent need Rezdiffra is addressing in the MASH community, its compelling product profile and the exceptional execution of our team. 2024 was a tremendous year for our organization, highlighted by the following:

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In March 2024, we received the landmark approval of Rezdiffra (resmetirom)—the first-ever medicine approved for MASH. Accelerated approval was supported by Phase 3 data demonstrating that Rezdiffra improved liver fibrosis and resolved MASH in patients with noncirrhotic MASH with moderate to advanced liver fibrosis. This was a historic moment for the MASH community.

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Following FDA approval for Rezdiffra in March, we raised $660 million of net proceeds through a public offering of our equity to significantly strengthen our balance sheet to fully resource the launch of Rezdiffra and support other strategic initiatives.

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In October 2024, we completed enrollment of our MAESTRO-NASH OUTCOMES trial, an event-driven trial evaluating Rezdiffra in patients with compensated MASH cirrhosis (consistent with stage F4c fibrosis), an advanced and underserved patient population. Positive results could position Rezdiffra to become the only treatment for F2 to F4c MASH and the only therapy with outcomes data in MASH this decade.

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By the end of 2024, Rezdiffra generated approximately $180 million of net revenues just nine months into our launch, with more than 11,800 patients on Rezdiffra. In addition, in the fourth quarter of 2024, approximately 60% of our top 6,000 target healthcare providers prescribed Rezdiffra, an increase from 40% in the third quarter of 2024. We continue to execute our U.S. launch by educating healthcare providers and patients on the risks of MASH and the potential clinical benefits and appropriate use of Rezdiffra.

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A historic 2024 has created strong momentum for 2025. We are eager to expand our commercial activities to Germany in the second half of this year, as we await a regulatory decision by the European Medicines Agency in the coming months. In addition, we continue to advance our ongoing clinical trials of Rezdiffra in the 54-month clinical outcomes portion of the MAESTRO-NASH trial in patients with moderate to advanced fibrosis and in our MAESTRO-NASH OUTCOMES trial in patients with compensated MASH cirrhosis. Positive results from these trials are expected to support full approval of Rezdiffra, expand the eligible population for Rezdiffra to include patients with more advanced disease, and reinforce Madrigal’s long-term leadership position in the MASH competitive landscape.

The future is bright for patients, and Madrigal is well positioned to drive stockholder value as the leader in MASH. We appreciate your support and invite you to attend our 2025 Annual Meeting of Stockholders on Friday, June 20, 2025, at 8:00 a.m. Eastern Time.

Sincerely,

Bill Sibold

Chief Executive Officer

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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2025

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To the Stockholders of Madrigal Pharmaceuticals, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held on Friday, June 20, 2025, at 8:00 a.m. Eastern Time for the following purposes:

to elect four Class III director nominees named in the accompanying proxy statement to serve on the Board of Directors of the Company, each for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2028 or until their successors are duly elected and qualified;

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to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

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to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement;

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to vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of our named executive officers; and

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to transact such other business that is properly presented at the meeting and any adjournments or postponements thereof.

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The Annual Meeting will be held virtually only. The meeting will only be conducted via live webcast over the Internet. There will be no physical meeting location.

To participate in the virtual Annual Meeting, please register by clicking the “Register Now” tab onwww.proxydocs.com/MDGL. The registration deadline is June 19, 2025 at 9:00 a.m. Eastern Time. Registration is required to attend the virtual meeting. Upon completing your registration, you will receive further instruction via email, including your unique links that will allow you access to the meeting.

Through this live webcast, stockholders and proxyholders will be deemed to be present in person for purposes of conducting a vote at the virtual Annual Meeting.

In accordance with rules established by the U.S. Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet at www.proxydocs.com/MDGL. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders on or about April 29, 2025. The Notice will describe how to access and review our proxy materials, including our proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Only stockholders of record at the close of business on April 24, 2025, are entitled to notice of and to vote at the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible over the telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing, dating, signing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. The instructions for voting your proxy on the Internet, by phone or by mail are provided in our proxy materials.

By Order of the Board of Directors

Shannon Kelley

Chief Legal Counsel and Corporate Secretary

West Conshohocken, Pennsylvania

April 29, 2025