[144] Madrigal Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

Madrigal Pharmaceuticals (MDGL) filed a Form 144 notifying the proposed sale of 7,616 common shares through Morgan Stanley Smith Barney on 08/21/2025, with an aggregate market value listed as $2,982,882.56 and 22,289,014 shares outstanding. The securities were acquired on 09/08/2024 as Restricted Stock Units from the issuer, with payment/vesting dated 09/08/2024. The filer reports no securities sold in the past three months. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Securities were acquired as Restricted Stock Units, indicating the shares originated from compensation rather than an external purchase
• No other sales reported in the past three months, suggesting this is an isolated, planned disposition

Negative

• Proposed sale of insider shares totaling $2,982,882.56 may be perceived negatively by some investors
• Form lacks information on the identity and role of the seller, limiting context about the materiality of the sale

Insights

Financial Analyst

TL;DR: Insider plans to sell 7,616 RSU-derived shares valued at nearly $3.0M; transaction appears routine compensation-related disposal.

The Form 144 shows a proposed sale of 7,616 common shares acquired as Restricted Stock Units on 09/08/2024 and scheduled to be sold through Morgan Stanley Smith Barney on 08/21/2025 for an aggregate market value of $2,982,882.56. With 22,289,014 shares outstanding, this block represents a small fraction of the float. There were no other reported sales in the prior three months, suggesting this is an isolated, planned disposition rather than an accelerated dumping pattern. The filing contains the standard attestation regarding material non-public information.

Corporate Governance Expert

TL;DR: This disclosure meets Rule 144 requirements; timing and RSU origin suggest a compensation-related sale, not an unexplained insider exit.

The notice identifies the source of the shares as RSUs issued by the company, which typically implies a vesting-triggered sale by an insider or affiliate. The use of a broker and the inclusion of the required attestation align with compliance norms for reporting under Rule 144. Absent additional context about the filer’s role or a pattern of sales, the filing reads as a compliance disclosure for a single planned sale rather than a governance red flag.

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

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	7616	2982882.56	22289014	08/21/2025	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	09/08/2024	Restricted Stock Units	Issuer			7616	09/08/2024	N/A

* 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

Nothing to Report

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 MDGL's Form 144 report?

The Form 144 reports a proposed sale of 7,616 common shares acquired as RSUs, to be sold via Morgan Stanley Smith Barney on 08/21/2025, aggregate value $2,982,882.56.

Were these MDGL shares recently acquired or purchased?

Yes. The filing states the shares were acquired on 09/08/2024 as Restricted Stock Units from the issuer.

Does the filing report other recent sales by the filer for MDGL?

No. The Form 144 states Nothing to Report under securities sold during the past three months.

Through which broker will the MDGL shares be sold?

The notice lists Morgan Stanley Smith Barney LLC Executive Financial Services as the broker and gives an address in New York.

How large is the proposed sale relative to MDGL's outstanding shares?

The filing shows 7,616 shares against 22,289,014 shares outstanding, as reported in the Form 144.