MADRIGAL PHARMACEUTICALS, INC.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 19, 2026
MDGL$432.60-0.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15C. See Item 15(a)(2) above
| Exhibit Number · Exhibit Description · Filed Herewith · Incorporated by Reference herein from Form or Schedule · Filing Date · SEC File / Registration Number | ||||
|---|---|---|---|---|
| 3.1 | Restated Certificate of Incorporation of the Registrant. | Form 10-K (Exhibit 3.1) | 3/31/2017 | 001-33277 |
| 3.2 | Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, as filed on June 16, 2023 with the Secretary of State of the State of Delaware. | Form 8-K (Exhibit 3.1) | 6/20/2023 | 001-33277 |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. | Form 8-K (Exhibit 3.1) | 6/21/2017 | 001-33277 |
| 3.4 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. | Form 8-K (Exhibit 3.1) | 12/23/2022 | 001-33277 |
| 3.5 | Bylaws of the Registrant, as amended April 13, 2016. | Form 8-K (Exhibit 3.1) | 4/14/2016 | 001-33277 |
| 4.1 | Form of Warrant Agreement, dated May 9, 2022, between the Registrant and Hercules Capital, Inc. and affiliates. | Form 10-Q (Exhibit 4.1) | 08/04/2022 | 001-33277 |
| 4.2† | Form of Tranche 2 Warrant Agreement, dated February 3, 2023, by and among the Registrant and Hercules Capital, Inc. and affiliates. | Form 8-K (Exhibit 4.1) | 2/9/2023 | 001-33277 |
| 4.3 | Form of Pre-Funded Warrant of the Registrant. | Form 8-K (Exhibit 4.1) | 10/2/2023 | 001-33277 |
| 4.4 | Description of Securities of the Registrant. | Form 10-K (Exhibit 4.3) | 2/23/2023 | 001-33277 |
| Equity Agreements | ||||
| 10.1 | Securities Purchase Agreement, dated June 20, 2017, by and among the Registrant and the investors party thereto, including the Registration Rights Agreement attached as Exhibit B thereto. | Form 8-K (Exhibit 10.1) | 6/21/2017 | 001-33277 |
| 10.2 | Amendment No. 2, dated December 22, 2022, to Securities Purchase Agreement, dated June 20, 2017, by and among the Registrant and the investors listed on the signature pages thereto. | Form 8-K (Exhibit 10.2) | 12/23/2022 | 001-33277 |
| 10.3 | Sales Agreement, dated May 7, 2024, by and between the Registrant and TD Securities (USA) LLC. | Form 8-K (Exhibit 1.1) | 5/7/2024 | 001-33277 |
| 10.4 | Securities Purchase Agreement, dated December 21, 2022, by and among the Registrant and the institutional investors listed on the signature pages thereto. | Form 8-K (Exhibit 10.1) | 12/23/2022 | 001-33277 |
| 10.6 | Registration Rights Agreement, dated August 7, 2023, by and among the Registrant, 667, L.P. and Baker Brothers Life Sciences, L.P. | Form 10-Q (Exhibit 10.2) | 8/8/2023 | 001-33277 |
| Debt Agreements | |||||
|---|---|---|---|---|---|
| 10.7†# | Financing Agreement by and among the Registrant, certain subsidiaries of the Registrant, certain funds managed by Blue Owl Capital Corporation and LSI Financing LLC, dated as of July 17, 2025 (as amended by the First Amendment thereto, dated as of September 4, 2025). | Form 10-Q (Exhibit 10.1) | 11/04/2025 | 001-33277 | |
| 10.8† | Second Amendment Agreement, dated as of December 30, 2025, among the Registrant, certain subsidiaries of the Registrant, certain funds managed by Blue Owl Capital Corporation and LSI Financing LLC | X | |||
| Agreements with Respect to Collaborations, Licenses, Research and Development | |||||
| 10.9†# | Research, Development and Commercialization Agreement, dated December 18, 2008, by and between Hoffmann-La Roche, Inc., F. Hoffmann-La Roche Ltd and the Registrant. | Form 10-Q (Exhibit 10.5) | 11/14/2016 | 001-33277 | |
| 10.10# | First Amendment to the Research, Development, and Commercialization Agreement, dated as of January 29, 2026, by and between the Registrant and Roche. | Form 8-K (Exhibit 10.1) | 1/30/2026 | 001-33277 | |
| Equity Compensation Plans | |||||
| 10.11* | Amended 2015 Stock Plan. | Form 8-K (Exhibit 10.1) | 6/27/2024 | 001-33277 | |
| 10.12* | Form of Incentive Stock Option Agreement under Amended 2015 Stock Plan. | Form 10-K (Exhibit 10.10) | 3/31/2017 | 001-33277 | |
| 10.13* | Form of Nonqualified Stock Option Agreement under Amended 2015 Stock Plan. | Form 10-K (Exhibit 10.11) | 3/31/2017 | 001-33277 | |
| 10.14* | Form of Nonqualified Stock Option Agreement for Directors under Amended 2015 Stock Plan (pre-2023). | Form 10-K (Exhibit 10.13) | 3/31/2017 | 001-33277 | |
| 10.15* | Form of RSU Agreement for Directors under Amended 2015 Stock Plan. | Form 10-Q (Exhibit 10.3) | 8/8/2023 | 001-33277 | |
| 10.16* | Form of RSU Agreement for Executive Officers (2023) under Amended 2015 Stock Plan. | Form 10-Q (Exhibit 10.4) | 8/8/2023 | 001-33277 | |
| 10.17* | Form of RSU Agreement for Employees under Amended 2015 Stock Plan. | Form 10-Q (Exhibit 10.5) | 8/8/2023 | 001-33277 | |
| 10.18*† | 2023 Inducement Plan. | Form S-8(Exhibit 99.1) | 9/11/2023 | 333-27445 | |
| 10.19*† | Form of Stock Option Agreement under 2023 Inducement Plan. | Form S-8(Exhibit 99.2) | 9/11/2023 | 333-27445 | |
| 10.20*† | Form of Restricted Stock Unit Agreement under 2023 Inducement Plan. | Form S-8(Exhibit 99.3) | 9/11/2023 | 333-27445 | |
| 10.21 | 2025 Inducement Plan. | Form S-8(Exhibit 99.1) | 6/20/2025 | 333-288200 | |
| 10.22 | Form of Stock Option Agreement under 2025 Inducement Plan. | Form S-8(Exhibit 99.2) | 6/20/2025 | 333-288200 | |
| 10.23 | Form of Restricted Stock Unit Agreement under 2025 Inducement Plan (Non-Section 16 Officers). | Form S-8(Exhibit 99.3) | 6/20/2025 | 333-288200 | |
| 10.24 | Form of Restricted Stock Unit Agreement under 2023 Inducement Plan (Section 16 Officers). | Form S-8(Exhibit 99.4) | 6/20/2025 | 333-288200 | |
| 10.25 | Form of Performance-Based Restricted Stock Unit Agreement under 2025 Inducement Plan. | Form S-8(Exhibit 99.5) | 6/20/2025 | 333-288200 | |
| Agreements with Executive Officers and Directors | |||||
| 10.26* | Form of Indemnification Agreement between the Registrant and certain directors and executive officers. | Form 10-K (Exhibit 10.20) | 2/28/2024 | 001-33277 | |
| 10.27* | Letter Agreement, dated April 13, 2016, by and between the Registrant and Rebecca Taub, M.D. | Form 8-K (Exhibit 10.4) | 7/22/2016 | 001-33277 | |
| 10.28*† | Letter Agreement, dated April 16, 2025, by and between the Registrant and Rebecca Taub, M.D. | Form 10-Q (Exhibit 10.1) | 8/5/2025 | 001-33277 | |
| 10.29*† | Letter Agreement (including agreements attached as exhibits thereto), dated September 7, 2023, by and between the Registrant and William J. Sibold. | Form 8-K (Exhibit 10.1) | 9/13/2023 | 001-33277 | |
| 10.30*† | Letter Agreement (including agreements attached as exhibits thereto), dated November 5, 2023, by and between the Registrant and Carole Huntsman. | Form 10-Q (Exhibit 10.1) | 5/7/2024 | 001-33277 | |
| 10.31*† | Severance and Change of Control Agreement, dated as of February 18, 2026, by and between the Registrant and Carole Huntsman. | X | |||
| 10.32*† | Letter Agreement (including agreements attached as exhibits thereto), dated February 25, 2024, by and between the Registrant and Mardi Dier. | Form 10-Q (Exhibit 10.2) | 5/7/2024 | 001-33277 | |
| 10.33*† | Severance and Change of Control Agreement, dated as of February 18, 2026, by and between the Registrant and Mardi Dier. | X | |||
| 10.34*† | Letter Agreement, dated January 3, 2024, by and between the Registrant and Shannon Kelley, as amended and supplemented by the Letter Agreement, dated August 2, 2024, by and between Madrigal Pharmaceuticals, Inc. and Shannon Kelley. | Form 10-Q (Exhibit 10.1) | 10/31/2024 | 001-33277 | |
| 10.35*† | Severance and Change of Control Agreement, dated as of February 18, 2026, by and between the Registrant and Shannon Kelley. | X | |||
| 10.36*† | Letter Agreement (including agreements attached as exhibits thereto), dated February 12, 2025, by and between the Registrant and David Soergel. | Form 10-Q (Exhibit 10.2) | 8/5/2025 | 001-33277 | |
| 10.37*† | Severance and Change of Control Agreement, dated as of February 18, 2026, by and between the Registrant and David Soergel. | X | |||
| 10.38* | Non-Employee Director Compensation Policy. | X | |||
| Lease | |||||
|---|---|---|---|---|---|
| 10.39# | Office Lease (with respect to corporate headquarters facility located in West Conshohocken, Pennsylvania) and amendments thereto. | Form 10-K (Exhibit 10.25) | 2/26/2025 | 001-33277 | |
| 10.49# | Lease Agreement, dated as of April 24, 2025, by and between the Registrant and KPG FF Owner, L.P. | Form 10-Q (Exhibit 10.3) | 8/5/2025 | 001-33277 | |
| Commercial Supply Agreement | |||||
| 10.50†# | Commercial Supply Agreement, dated as of August 21, 2023, by and between Gregory Pharmaceutical Holdings, Inc. (d/b/a UPM Pharmaceuticals) and the Registrant. | Form 10-K (Exhibit 10.35) | 2/26/2025 | 001-33277 | |
| 10.51†# | Resmetirom Commercial Supply Agreement, dated as of December 23, 2024, by and between Evonik Corporation and the Registrant. | Form 10-K (Exhibit 10.36) | 2/26/2025 | 001-33277 | |
| 10.52†# | Commercial Supply Agreement, dated as of December 18, 2024, by and between Corden Pharma GmbH and the Registrant (including amendments thereto). | X | |||
| 19.1 | Insider Trading Policy. | X | |||
| 21.1 · List of Subsidiaries. · X | |||||
|---|---|---|---|---|---|
| 23.1 · Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. · X | |||||
| 31.1 · Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 31.2 · Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 32.1** · Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 97.2 | Supplemental Compensation Recovery Policy. | Form 10-Q (Exhibit 10.3) | 5/7/2024 | 001-33277 | |
| 101.INS | Inline XBRL Instance Document. | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | |||
| 104 | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. | X | |||
*Indicates a management contract, compensatory plan or arrangement.
**The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language contained in any filing.
†Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.