Certain Pre Funded Warrants of Madrigal Pharmaceuticals, Inc. are subject to a Lock-Up Agreement Ending on 19-MAY-2024. These Pre Funded Warrants will be under lockup for 61 days starting from 19-MAR-2024 to 19-MAY-2024.

Officers and directors have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 60 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC