Financial Analysis

Commitments and Contingencies Licenses and Other Commitments The Company has entered into customary contractual arrangements and letters of intent in preparation for and in support of operations in the normal course of business. As of June 30, 2026, the Company had approximately $239.4 million of obligations under these agreements related to active pharmaceutical ingredient, which is expected to be paid through 2029. Roche Agreement The Company has a Research, Development and Commercialization Agreement (as amended, the Roche Agreement) with Roche which grants the Company a sole and exclusive license to develop, use, sell, offer for sale and import any Licensed Product (as defined in the Roche Agreement). In January 2026, the Company entered into an amendment to the Roche Agreement to provide the Company the full and exclusive right and discretion to control all patent term adjustments and patent term extensions applicable to Rezdiffra, including patents owned by Roche and jointly owned between the parties. In consideration of the foregoing, the royalty payable to Roche based on net sales of Rezdiffra will not be reduced until the expiration of certain patent term extensions that have been, or could have been, filed. The Roche Agreement required certain milestone payments to Roche. In March 2024, upon receiving FDA approval of Rezdiffra, a milestone was achieved and $5.0 million was paid to Roche. In August 2025, upon receiving conditional marketing authorization from the EC, …

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Long Term Debt Hercules Loan Facility In May 2022, the Company entered into a $250.0 million senior secured loan facility (as amended from time to time, the Hercules Loan Facility) with the several banks and other financial institutions or entities party thereto (collectively, the Hercules Lenders), and Hercules Capital, Inc. (Hercules), in its capacity as administrative agent and collateral agent for itself and the Hercules Lenders. Interest on the Hercules Loan Facility was the greater of (i) the prime rate plus 2.45% and (ii) 8.25%. The Hercules Loan Facility included an end-of-term charge of 5.35% of the aggregate principal amount, which was accounted for in the loan discount. In connection with the first tranche drawn at closing, the Company issued Hercules a warrant to purchase 14,899 shares of Company common stock, which had a Black-Scholes value of $0.6 million. In addition, the Company issued to Hercules and its affiliates warrants to purchase an aggregate of 4,555 shares of common stock, which had a Black-Scholes value of $0.9 million, following the closing of the second tranche. On July 17, 2025, the Company used the proceeds of the Initial Term Loan under the Financing Agreement (each as defined below in this Note 8) to repay all outstanding obligations under the Hercules Loan Facility, totaling $121.7 million, and upon such repayment, terminated the Hercules Loan Facility. The amount repaid by the Company included $115.0 million of outstanding indebtedness plus a …

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Stock-based Compensation 2015 Stock Plan The 2015 Stock Plan, as amended (the 2015 Stock Plan), was the Companys stockholder-approved incentive plan through which equity based grants were awarded. The 2015 Stock Plan provided for the grant of incentive stock options, non-statutory stock options, stock grants and other stock-based compensation awards to employees, officers, directors and consultants of the Company. The administration of the 2015 Stock Plan was under the general supervision of the Compensation Committee of the Board. The terms of stock options awarded under the 2015 Stock Plan, in general, were determined by the Compensation Committee, provided the exercise price per share generally would not be set at less than the fair market value of a share of the common stock on the date of grant and the term would not be greater than ten years from the date the option was granted. Following stockholder approval of the Madrigal Pharmaceuticals, Inc. 2026 Stock Plan (the 2026 Stock Plan) in June 2026, no additional awards may be granted under the 2015 Stock Plan. Outstanding awards under the 2015 Stock Plan will continue to be governed by the terms thereof. 2023 Inducement Plan In September 2023, the Company adopted the 2023 Inducement Plan (the 2023 Inducement Plan), pursuant to which the Company from time to time was permitted to make equity grants to new employees as a material inducement to their employment. The 2023 Inducement Plan was adopted without stockholder appro …

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Recent Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Except as noted below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which applies to all public entities and requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Public entities must adopt the new standard prospectively for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application are permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) , which clarifies and reorganizes interim reporting disclosure requirements and introduces a principle requiring disclosure of material events and transactions occurring since the end of the prior annual reporting period. The standard is effective for annual reporting periods beginning after December 15, 2027, including interim periods within t …

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Product Revenue, Net The following table summarizes balances and activity for gross to net reserves (in thousands): Chargebacks, Discounts for Prompt Pay and Other Allowances Rebates, Co-Pay Assistance, Returns, and Other Totals Balance at December 31, 2025 $ 8,838 $ 90,504 $ 99,342 Provision related to sales in the current year 77,223 264,464 341,687 Adjustments related to prior year sales (2,286) (3,179) (5,465) Payments and customer credits issued (60,285) (199,517) (259,802) Balance at June 30, 2026 $ 23,490 $ 152,272 $ 175,762 Concentrations of Credit Risk and Significant Customers The Company generates revenue from a small number of large, reputable customers. The following customers accounted for over 10% of total gross product revenue during the three and six months ended June 30, 2026 and 2025. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Customer A 28 % 34 % 29 % 34 % Customer B 20 % 23 % 19 % 23 % Customer C 16 % 12 % 15 % 11 % Customer D 14 % 15 % 13 % 15 % Customer E 12 % 2 % 13 % 2 %

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Segment Information The Company operates as one reportable segment focused on delivering novel therapeutics for MASH. The Company's Chief Executive Officer, as the chief operating decision maker (CODM), leads the Company in support of four core valuesfocus on the patient, having an owner mindset, the relentless pursuit of innovation and commitment to collaboration. To best align the Company with these values, the CODM reviews consolidated financials, along with qualitative information, to evaluate performance, manage and allocate resources, make operating decisions, and assess planning and forecasting on a total company basis. Assets, liabilities and equity are reviewed and presented on the same level as the Company's consolidated balance sheet. Starting in the first quarter of 2026, the Company has further disaggregated its significant expense categories within research and development into four categories and selling, general and administrative into four categories. Prior periods have been recast to conform to the current period presentation. Management does not segment business operations for internal reporting or decision making purposes. As the Company has a single reporting segment, the segment accounting policies are the same as those at the Company level, as described in Note 2 Summary of Significant Accounting Policies. The following table presents net loss reported at the segment measure of profit and loss: Three Months Ended June 30, Six Months Ended June 30, 2026 …

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Stockholders Equity Common Stock Each common stockholder is entitled to one vote for each share of common stock held. The common stock will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Companys stockholders. Each share of common stock is entitled to receive dividends, as and when declared by the Companys Board of Directors (the Board). The Company has never declared cash dividends on its common stock and does not expect to do so in the foreseeable future. Preferred Stock The Companys Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the Series A and B Preferred Stock) have a par value of $0.0001 per share and are convertible into shares of the Companys common stock at a one-to-one ratio, subject to adjustment as provided in the Certificates of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on June 21, 2017 and December 22, 2022, respectively. The terms of the Series A and B Preferred Stock are set forth in such Certificates of Designation. Each share of the Series A and B Preferred Stock is convertible into shares of common stock following notice that may be given at the holders option. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, after the satisfact …

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