[144] Madrigal Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

Madrigal Pharmaceuticals (MDGL) filed a Form 144 reporting a proposed sale of 3,203 common shares acquired the same day by exercise of stock options. The shares have an aggregate market value of $1,107,373.19 and are to be sold through Morgan Stanley Smith Barney LLC on NASDAQ. The filing lists total shares outstanding of 22,289,014, so the proposed sale represents a small fraction of the company stock. The acquisition was paid in cash. The filing also discloses multiple 10b5-1 sales by Rebecca Taub and Paul A. Friedman in mid-July 2025 totaling 60,377 shares with combined gross proceeds of $21,316,990.08.

Positive

• Transaction executed through a registered broker: Morgan Stanley Smith Barney LLC is identified as the broker handling the sale.
• Acquisition and payment details are explicit: The 3,203 shares were acquired by exercise of stock options and paid in cash, showing clear provenance of the shares.

Negative

• Insider disposition activity in past 3 months: Rebecca Taub and Paul A. Friedman reported combined 10b5-1 sales of 60,377 shares generating $21,316,990.08 in gross proceeds.
• Insider sale announced: The Form 144 notifies a proposed resale of 3,203 shares which, although small, increases insider supply to the market.

Insights

Corporate Governance Expert

TL;DR: Routine compliance sale: an option exercise followed by a small planned resale; recent 10b5-1 activity is disclosed.

The filing shows an insider exercise of stock options and a contemporaneous notice to sell 3,203 shares via a registered broker, which is standard procedure under Rule 144. The transaction was paid in cash and routed through Morgan Stanley Smith Barney LLC, consistent with broker-assisted dispositions. The shares represent a very small portion of the 22,289,014 shares outstanding, limiting immediate governance or dilution concerns. However, the report of multiple 10b5-1 sales in July by named insiders is relevant for disclosure and monitoring of insider liquidity.

Securities Analyst

TL;DR: Transaction size is immaterial relative to outstanding shares; recent insider sales generated notable proceeds but remain small percentage-wise.

The proposed sale of 3,203 shares with an aggregate value of $1.11M is procedural following an option exercise and will trade on NASDAQ through a major broker. Prior 10b5-1 sales by Rebecca Taub and Paul A. Friedman totaled 60,377 shares and $21.32M in gross proceeds, which are explicit in the filing. While these disclosures are important for transparency, the absolute and relative sizes versus the 22.29M shares outstanding imply limited market impact.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	3203	1107373.19	22289014	08/11/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/11/2025	Exercise of Stock Options	Issuer			3203	08/11/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for REBECCA TAUB Four Tower Bridge West Conshohocken PA 19428	Common	07/18/2025	1000	350005.00
10b5-1 Sales for PAUL A FRIEDMAN Four Tower Bridge West Conshohocken PA 19428	Common	07/18/2025	1400	490043.96
10b5-1 Sales for REBECCA TAUB Four Tower Bridge West Conshohocken PA 19428	Common	07/17/2025	2657	931034.70
10b5-1 Sales for PAUL A FRIEDMAN Four Tower Bridge West Conshohocken PA 19428	Common	07/17/2025	2700	946300.96
10b5-1 Sales for REBECCA TAUB Four Tower Bridge West Conshohocken PA 19428	Common	07/16/2025	26444	9347062.51
10b5-1 Sales for PAUL A FRIEDMAN Four Tower Bridge West Conshohocken PA 19428	Common	07/16/2025	26176	9252542.95

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the MDGL Form 144 report?

The filing reports a proposed sale of 3,203 common shares of Madrigal (MDGL) with an aggregate market value of $1,107,373.19, to be sold on NASDAQ through Morgan Stanley Smith Barney LLC.

How were the 3,203 MDGL shares acquired?

The shares were acquired on 08/11/2025 by exercise of stock options, and payment for the exercise was made in cash.

Who executed recent 10b5-1 sales disclosed in the filing?

The filing lists 10b5-1 sales by Rebecca Taub and Paul A. Friedman in mid-July 2025 totaling 60,377 shares with combined gross proceeds of $21,316,990.08.

What portion of outstanding shares does the proposed sale represent?

The company has 22,289,014 shares outstanding; the proposed 3,203 shares represent a very small fraction of that total.

Through which broker will the MDGL shares be sold?

The filing specifies Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza as the broker for the sale.