Madrigal Pharmac SEC Filings

Madrigal Pharmaceuticals (MDGL) filed a Form 4 disclosing new equity awards to director Richard S. Levy dated 06/20/2025.

• Levy received 715 restricted stock units (coded “A”) at no cost. The RSUs vest on the date of the 2026 annual meeting, conditional on his continued service.
• He was also granted 1,290 stock options with a $285.73 exercise price and a 06/20/2035 expiration. These options vest 100 % at the 2026 annual meeting, subject to the same service requirement.

Following the transactions, Levy directly owns 21,197 common shares and 1,290 options. No open-market purchases or sales were reported.

Madrigal Pharmaceuticals director Jacqualyn A. Fouse received new equity compensation grants on June 20, 2025, consisting of:

• 203 restricted stock units (RSUs) with a $0 exercise price, bringing total direct common stock ownership to 1,097 shares
• 366 stock options with an exercise price of $285.73 per share

Both the RSUs and stock options are scheduled to vest at the company's 2026 annual stockholder meeting, contingent on continued service as director. The stock options expire on June 20, 2035. This Form 4 filing, signed by attorney-in-fact Mardi Dier, represents standard board of director equity compensation and demonstrates continued alignment of director interests with shareholders through equity ownership.

Baker Bros. Advisors LP and affiliated entities reported insider transactions in Madrigal Pharmaceuticals (MDGL) stock on June 20, 2025. The transactions involved:

• Acquisition of 1,430 restricted stock units (RSUs) each by Julian C. Baker and Dr. Raymond Cheong, granted under the company's Amended 2015 Stock Plan
• Grant of 2,580 non-qualified stock options with a strike price of $285.73, exercisable until June 20, 2035
• Both RSUs and options will fully vest at the 2026 annual stockholder meeting, subject to continued board service

The filing details complex beneficial ownership structures through various Baker Bros. entities, including 667, L.P. and Baker Brothers Life Sciences LP. Following the transactions, the entities hold significant positions: 188,837 shares through one entity and 1,796,261 shares through another. Julian Baker and Felix Baker maintain indirect pecuniary interests through their ownership in various Baker Bros. entities, though they disclaim beneficial ownership except for their pecuniary interest.

Director James M. Daly of Madrigal Pharmaceuticals reported significant equity compensation grants on June 20, 2025. The transactions include:

• Acquisition of 715 restricted stock units (RSUs) at $0, vesting at the 2026 annual stockholder meeting
• Grant of stock options to purchase 1,290 shares at an exercise price of $285.73 per share, fully vesting at the 2026 annual stockholder meeting

Following these transactions, Daly directly owns 2,627 shares of common stock and 1,290 stock options. These grants represent standard director compensation aligned with continued service through the next annual meeting. The options have a 10-year term, expiring June 20, 2035.

Madrigal Pharmaceuticals Director Paul A. Friedman received new equity compensation on June 20, 2025, consisting of:

• 715 restricted stock units (RSUs) granted at $0, vesting at the 2026 annual stockholder meeting
• 1,290 stock options with strike price of $285.73, fully vesting at the 2026 annual stockholder meeting

Following these transactions, Friedman directly owns 187,164 common shares and indirectly holds 655,540 shares through SQN LLC, where he and his spouse serve as managing members. The indirect holdings include a disclaimer of beneficial ownership except for his pecuniary interest. The equity grants appear to be part of standard director compensation, with vesting tied to continued service through the next annual meeting.

Madrigal Pharmaceuticals has filed a Form S-8 registration statement to register 100,000 shares of common stock under its newly adopted 2025 Inducement Stock Plan. The plan, adopted by the Board on June 16, 2025, is designed to provide equity incentives to new employees as inducement awards under Nasdaq Listing Rule 5635(c)(4).

Key details of the registration:

• The plan allows for various types of awards including stock options, restricted stock, RSUs, and performance stock awards
• Only individuals who qualify under Nasdaq inducement grant standards are eligible
• The plan was adopted without stockholder approval, as permitted under Nasdaq rules
• The Compensation Committee will administer the plan

The company is classified as a large accelerated filer and has incorporated by reference its recent SEC filings, including its 2024 Annual Report, Q1 2025 quarterly report, and recent Form 8-K filings. The registration includes standard indemnification provisions for directors and officers.

Madrigal Pharmaceuticals held its 2025 Annual Meeting of Stockholders on June 20, 2025, with 20,427,421 shares represented (92% of outstanding shares), constituting a quorum. Key outcomes include:

• Board Elections: Four Class III directors were re-elected to serve until 2028, including Julian Baker, Dr. Raymond Cheong, Dr. Jacqualyn Fouse, and Dr. Richard Levy, with Dr. Fouse receiving the highest approval (18.8M votes)
• Auditor Appointment: Stockholders ratified PricewaterhouseCoopers LLP as independent auditor with overwhelming support (20.2M votes in favor)
• Executive Compensation: Shareholders approved named executive officers' compensation with strong support (18.7M votes in favor)
• Say-on-Pay Frequency: Stockholders strongly favored annual advisory votes on executive compensation (18.8M votes), which the Board has adopted