Form 4: Madrigal CEO Earns 50,000 Shares, Sells for Tax

Madrigal Pharmaceuticals' President and CEO, William John Sibold, earned 50,000 shares of common stock from performance-based units and subsequently sold 2,400 shares to cover tax obligations.

Summary

• William John Sibold, President and CEO of Madrigal Pharmaceuticals, Inc. (MDGL), earned 50,000 shares of common stock on December 3, 2025.
• These shares were earned following the achievement of performance and service conditions related to a one-time sign-on award of Performance Restricted Stock Units (PRSUs) granted on September 11, 2023.
• The target award for these PRSUs was 50,000 shares, with the potential to earn up to 300% of the target.
• This achievement marks the second performance hurdle met, with the first hurdle achieved in February 2025.
• On December 4, 2025, 2,400 shares were sold at a price of $575.34 per share to cover tax withholding obligations, a sale that was automatic and not at the discretion of the Reporting Person.
• Following these transactions, Mr. Sibold directly beneficially owns 150,074 shares of common stock.
• The Issuer is irrevocably obligated to issue the remaining earned shares to Mr. Sibold on September 8, 2028, the fifth anniversary of his employment commencement.

Sentiment

Score: 7

Explanation: The earning of performance-based shares is a strong positive, indicating the company met significant stock appreciation hurdles. The subsequent sale for tax purposes is a standard, neutral event.

Positives

• The earning of 50,000 shares indicates the achievement of significant performance hurdles tied to stock price appreciation, suggesting positive company performance.
• The successful vesting of Performance Restricted Stock Units aligns executive incentives with shareholder value creation.

Negatives

• A portion of the earned shares (2,400 shares) was sold, reducing the direct beneficial ownership, although this was for tax withholding purposes.

Future Outlook

William John Sibold is eligible to earn an additional 50,000 shares upon the achievement of a final performance hurdle related to his Performance Restricted Stock Units. The remaining earned shares from the current vesting are scheduled for issuance on September 8, 2028.

Industry Context

This Form 4 filing details an insider transaction related to executive compensation, specifically the vesting of performance-based equity awards. Such transactions are common across the biotechnology and pharmaceutical industries, where long-term incentives are often tied to significant milestones, including stock price appreciation and clinical development successes.

Stakeholder Impact

• Shareholders: The achievement of performance hurdles for executive compensation can be viewed positively, as it suggests the company is meeting its strategic and financial objectives, potentially leading to increased shareholder value.
• Employees: The successful vesting of performance-based awards for the CEO may signal a healthy and goal-oriented corporate environment.

Next Steps

• Potential earning of an additional 50,000 shares upon achievement of the final performance hurdle for the PRSUs.
• Issuance of the remaining earned shares (after tax withholding) to William John Sibold on September 8, 2028.

Key Dates

Keywords

Madrigal Pharmaceuticals, MDGL, William John Sibold, CEO, Insider Transaction, Form 4, Performance Restricted Stock Units, Equity Compensation, Stock Sale, Tax Withholding