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MADRIGAL PHARMACEUTICALS, INC.

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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About this filing

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.

Sep 30, 2026 · Filed Nov 3, 2026

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

Our policy governing transactions in our securities by our directors, officers and employees permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. The following table describes the written plans for the sale of our securities that were adopted by our executive officers and directors during the quarter ended September 30, 2026. Each plan was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each a “Trading Plan”).

Name and TitleAction Taken (Date)Scheduled Start Date of Trading PlanScheduled Expiration Date of Trading PlanMaximum Number of Shares Subject to Trading Plan
Shannon Kelley (Chief Legal Officer)Adoption (July 31, 2026)11/6/20269/1/20278,927(1)
Carole Huntsman (Chief Commercial Officer)Adoption (July 31, 2026)11/20/20261/31/20272,868(1)
Mardi Dier (Chief Financial Officer)Adoption (August 4, 2026)11/6/20267/31/202719,185(1)(2)
Rebecca Taub, M.D. (Director)Adoption (August 28, 2026)11/27/20263/1/2028100,000(3)

(1) This Trading Plan provides for the sale of shares to be received upon future vesting of certain outstanding restricted stock unit awards, net of any shares sold to satisfy applicable taxes. The number of shares to be sold to satisfy taxes, and thus the exact number of shares to be sold pursuant to this Trading Plan, can only be determined upon the occurrence of future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be sold to satisfy tax obligations.

(2) This Trading Plan provides for the sale of shares underlying certain outstanding performance-based restricted stock units (“PSUs”) that are expected to vest in January 2027. The total number of shares reported in this column includes 8,875 shares, representing the target number of shares that may be issued upon vesting of the PSUs. The PSUs vest between 0% and 200% of the target number of PSUs, depending on the relative total shareholder return of our common stock compared to a peer group over a three-year performance period ending on December 31, 2026. In addition, we have reported the maximum number of shares to be sold without subtracting any shares to be sold to satisfy tax obligations.

(3) Includes 62,000 shares held by SQN, LLC. Dr. Taub is a managing member of SQN, LLC.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.