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MADRIGAL PHARMACEUTICALS, INC.

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 5, 2025

MDGL$432.79+8.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Director and Executive Officer 10b5-1 Plans

During our fiscal quarter ended June 30, 2025, none of our directors or officers adopted orterminated a “Rule 10b5-1 trading plan” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Appointment of Daniel Brennan to Board of Directors

On August 1, 2025, following the recommendation of its Nominating and Governance Committee, the Board elected Daniel Brennan as a Class II director, effective as of August 1, 2025, to serve until our annual meeting of stockholders in 2027. Mr. Brennan was elected to fill the vacancy following the resignation of Dr. Fred Craves on July 1, 2025. Mr. Brennan has been appointed to the Board’s Audit Committee.

As a non-employee director, Mr. Brennan will receive an annual cash fee of $50,000. He will also be entitled to $12,500 annually for his service on the Audit Committee. In addition, in connection with his appointment to the Board, Mr. Brennan received an equity grant with a value of $600,000, consisting of 50% stock options and 50% restricted stock units. The stock option will vest as to 50% of the shares underlying the option on August 1, 2026 and 12.5% of the shares underlying the option on the last day of each subsequent three-month period, subject to Mr. Brennan’s continued service on such dates. Half of the shares underlying the restricted stock unit award will vest on August 1, 2026 and the remaining half will vest on August 1, 2027, subject to Mr. Brennan’s continued service on such dates. Mr. Brennan will also be entitled to an annual award on the date of the Company’s annual meeting of stockholders consistent with other non-employee directors of the Board, prorated based on the date of his appointment. In addition, Mr. Brennan will enter into an indemnification agreement with the Company consistent with the form of the existing indemnification agreement entered into between the Company and its non-employee directors.

There are no other arrangements or understandings between Mr. Brennan and any other persons pursuant to which he was selected as a director. Additionally, Mr. Brennan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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