MDGL insider exercises options at $9.45 and sells shares under 10b5-1 plan

Rhea-AI Filing Summary

Rebecca Taub, a director of Madrigal Pharmaceuticals, reported stock option exercises and subsequent sales on August 11 and August 12, 2025. The filing shows she exercised options to acquire 3,200 shares on 08/11/2025 and 43,263 shares on 08/12/2025 at an exercise price of $9.45 per share, and then sold those shares under a Rule 10b5-1 trading plan adopted March 14, 2025.

The report lists total shares sold of 46,463 and weighted-average sale prices reported in the footnotes ranging between $350.00 and $359.78. Following these reported transactions the filing shows Ms. Taub with 461,044 shares directly beneficially owned and an indirect interest of 655,540 shares held by SQN LLC, of which she and her spouse are managing members.

Positive

• Sales executed under a Rule 10b5-1 trading plan (adopted March 14, 2025), indicating pre-established instructions for transactions
• Detailed disclosure of option exercises, sale volumes, weighted-average sale prices and footnote price ranges

Negative

• Insider sold a significant number of shares (46,463 shares) in short succession, which may be viewed negatively by some investors
• Substantial indirect holdings (655,540 shares) are held via SQN LLC, with a disclaimer of beneficial ownership that may complicate ownership clarity

Insights

Securities Analyst

TL;DR: Director exercised options and sold 46,463 shares under a pre-established 10b5-1 plan; transactions were disclosed with detailed weighted-average prices.

The filing documents option exercises on 08/11/2025 and 08/12/2025 at a $9.45 exercise price followed by contemporaneous sales of the acquired shares under a Rule 10b5-1 plan established March 14, 2025. The total reported shares sold equal 46,463, with weighted-average sale prices reported across multiple tranches and ranges in the footnotes. For investors, the filing is a clear disclosure of insider liquidity events and option exercises; the transactions were executed pursuant to an established trading plan and are transparently reported.

Corporate Governance Expert

TL;DR: Insider sales were executed under a documented 10b5-1 plan and fully disclosed; the report includes indirect holdings via an entity.

The report indicates adherence to a Rule 10b5-1 plan adopted March 14, 2025, and provides granular weighted-average sale price ranges in footnotes, which supports procedural compliance and transparency. It also discloses an indirect position of 655,540 shares held by SQN LLC, with a disclaimer of beneficial ownership except to the extent of a pecuniary interest. From a governance standpoint, the filing contains the key elements investors expect for an insider liquidity event: plan adoption date, exercise and sale dates, exercise price, sale volumes, and indirect holdings disclosures.

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).

X

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^*

Taub Rebecca

(Last) (First) (Middle)

C/O MADRIGAL PHARMACEUTICALS, INC.

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 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)
08/11/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2025		M		3,200	A	$9.45	464,244	D
Common Stock	08/11/2025		S(1)		2,980	D	$350.1773(2)	461,264	D
Common Stock	08/11/2025		S(1)		220	D	$351.0218(3)	461,044	D
Common Stock	08/12/2025		M		43,263	A	$9.45	504,307	D
Common Stock	08/12/2025		S(1)		3,580	D	$350.8735(4)	500,727	D
Common Stock	08/12/2025		S(1)		2,870	D	$351.5996(5)	497,857	D
Common Stock	08/12/2025		S(1)		1,175	D	$352.4514(6)	496,682	D
Common Stock	08/12/2025		S(1)		4,587	D	$354.0434(7)	492,095	D
Common Stock	08/12/2025		S(1)		6,479	D	$354.9735(8)	485,616	D
Common Stock	08/12/2025		S(1)		5,752	D	$355.9521(9)	479,864	D
Common Stock	08/12/2025		S(1)		4,864	D	$356.8794(10)	475,000	D
Common Stock	08/12/2025		S(1)		6,715	D	$357.8528(11)	468,285	D
Common Stock	08/12/2025		S(1)		6,541	D	$358.811(12)	461,744	D
Common Stock	08/12/2025		S(1)		700	D	$359.7108(13)	461,044	D
Common Stock								655,540	I	By SQN LLC(14)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$9.45	08/11/2025		M			3,200	(15)	07/22/2026	Common Stock	3,200	$0	43,263	D
Stock Option (Right to Buy)	$9.45	08/12/2025		M			43,263	(15)	07/22/2026	Common Stock	43,263	$0	0	D

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.00 to $350.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and the footnotes below.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.00 to $351.24, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.10 to $351.08, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.16 to $352.12, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.17 to $353.01, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.43 to $354.42, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.44 to $355.43, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $355.44 to $356.43, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.44 to $357.41, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $357.44 to $358.43, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $358.44 to $359.43, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $359.51 to $359.78, inclusive.

14. The Reporting Person and her spouse are each managing members of SQN, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

15. The shares underlying this stock option are fully vested and exercisable.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	08/13/2025
	** 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.

FAQ

Who filed the Form 4 for MDGL?

The Form 4 was filed by Rebecca Taub, identified as a Director of Madrigal Pharmaceuticals, Inc.

What transactions did the insider report on the Form 4 for MDGL?

The filing reports option exercises to acquire 3,200 shares on 08/11/2025 and 43,263 shares on 08/12/2025 at an exercise price of $9.45, followed by sales of those shares.

How many shares were sold and at what prices in the MDGL filing?

A total of 46,463 shares were sold; weighted-average sale prices are reported in footnotes with ranges between $350.00 and $359.78.

Were the sales part of a trading plan for MDGL insider transactions?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025, as stated in the filing.

What were the reporting person’s holdings after the transactions in the MDGL filing?

Following the reported transactions the filing shows 461,044 shares beneficially owned directly and an indirect interest of 655,540 shares held by SQN LLC.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of the reporting person by Mardi Dier, as Attorney-in-Fact, on 08/13/2025.