Madrigal Board Member Gets 2,000 Share Grant Package Ahead of 2026 Meeting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Daly James M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	1,290	$0.00	--
Grant/Award	Common Stock	715	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 1,290 shares (Direct); Common Stock — 2,627 shares (Direct)

Footnotes (1)

Represents a grant of restricted stock units, which vest on the date of the Issuer's annual meeting of stockholders to be held in 2026, provided the Reporting Person continues in service with the Issuer on such date. The option vests as to 100% of underlying shares on the date of the Issuer's annual meeting of stockholders to be held in 2026, provided that the Reporting Person continues to serve as a director of the Issuer until such date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/24/2025 - 04:34 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Daly James M

(Last)

(First)

(Middle)

C/O MADRIGAL PHARMACEUTICALS, INC.

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MADRIGAL PHARMACEUTICALS, INC. [ MDGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2025		A⁽¹⁾		715	A	$0	2,627	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$285.73	06/20/2025		A		1,290		⁽²⁾	06/20/2035	Common Stock	1,290	$0	1,290	D

Explanation of Responses:

1. Represents a grant of restricted stock units, which vest on the date of the Issuer's annual meeting of stockholders to be held in 2026, provided the Reporting Person continues in service with the Issuer on such date.

2. The option vests as to 100% of underlying shares on the date of the Issuer's annual meeting of stockholders to be held in 2026, provided that the Reporting Person continues to serve as a director of the Issuer until such date.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider trading activity occurred at MDGL on June 20, 2025?

Director James M. Daly received two equity grants: 715 restricted stock units (RSUs) and stock options to purchase 1,290 shares at an exercise price of $285.73. Both grants will vest at MDGL's 2026 annual stockholder meeting, contingent on his continued service as director.

How many MDGL shares does Director James Daly own after the June 2025 transaction?

Following the reported transaction, James Daly directly owns 2,627 shares of MDGL common stock, plus 1,290 stock options that will vest at the 2026 annual stockholder meeting.

What is the exercise price of MDGL stock options granted to Director Daly in June 2025?

The stock options were granted with an exercise price of $285.73 per share and will expire on June 20, 2035.

What are the vesting terms for MDGL Director Daly's June 2025 equity grants?

Both the RSUs and stock options will vest 100% on the date of MDGL's 2026 annual meeting of stockholders, provided that Daly continues to serve as a director until that date.

When did MDGL Director James Daly report this Form 4 transaction?

The Form 4 was signed by Mardi Dier (as Attorney-in-Fact) on June 24, 2025, reporting transactions that occurred on June 20, 2025.