[Form 4] Madrigal Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Paul A. Friedman, a director of Madrigal Pharmaceuticals (MDGL), reported option exercises on 08/11/2025 and 08/12/2025 to acquire 3,203 and 43,605 shares, respectively, at an exercise price of $9.45 per share, and contemporaneous sales of those shares under a Rule 10b5-1 trading plan adopted March 14, 2025.

The sales were executed at weighted average prices ranging approximately from $350.00 to $359.87 per share, for a total of 46,808 shares sold. Following the reported transactions the reporting person’s direct beneficial ownership is 187,164 shares and he disclaims beneficial ownership of 655,540 shares held indirectly by SQN LLC (of which he and his spouse are managing members). The underlying options were fully vested and exercisable. The form was signed by attorney-in-fact Mardi Dier on 08/13/2025.

Positive

• Transactions were disclosed transparently on a Form 4 with detailed footnotes including price ranges and 10b5-1 plan adoption date.
• Options were exercised at a low exercise price of $9.45, and the filing confirms the options were fully vested and exercisable.
• Significant indirect stake remains via SQN LLC: 655,540 shares are reported as indirect ownership.

Negative

• Director sold 46,808 shares (3,203 on 08/11/2025 and 43,605 on 08/12/2025) at weighted-average prices roughly between $350.00 and $359.87, reducing direct tradable holdings.
• Large volume of sales relative to the exercised shares could be perceived as an insider liquidity event rather than long-term accumulation.

Insights

Financial Analyst

TL;DR: Director exercised vested options at $9.45 then sold the acquired shares under a 10b5-1 plan, selling 46,808 shares at ~$350–$360.

The filing documents routine option exercises and immediate sales executed under an established 10b5-1 plan adopted March 14, 2025. The exercises occurred at a nominal $9.45 strike price, while the sales realized weighted-average proceeds in the roughly $350–$359.87 range. These transactions increased tradable supply briefly but left the reporting person with 187,164 direct shares and substantial indirect holdings via SQN LLC (655,540 shares). For investors, this is a transparent insider liquidity event rather than a disclosed change in company fundamentals.

Corporate Governance Expert

TL;DR: Transactions were processed under a disclosed 10b5-1 plan and the filer reaffirmed indirect holdings via SQN LLC; filing appears procedurally compliant.

The Form 4 identifies the reporting person as a director and notes the use of a Rule 10b5-1 trading plan for the sales, with the plan adoption date provided. Footnotes disclose weighted-average sale prices and a disclaimer of beneficial ownership regarding SQN LLC holdings. The report also notes that the options underlying the exercised shares were fully vested and exercisable. The signature was provided by an attorney-in-fact, consistent with authorized filing practice.

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^*

FRIEDMAN PAUL A

(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		3,203	A	$9.45	190,367	D
Common Stock	08/11/2025		S(1)		2,903	D	$350.1911(2)	187,464	D
Common Stock	08/11/2025		S(1)		300	D	$351.0411(3)	187,164	D
Common Stock	08/12/2025		M		43,605	A	$9.45	230,769	D
Common Stock	08/12/2025		S(1)		3,303	D	$350.9272(4)	227,466	D
Common Stock	08/12/2025		S(1)		3,202	D	$351.5946(5)	224,264	D
Common Stock	08/12/2025		S(1)		1,382	D	$352.6113(6)	222,882	D
Common Stock	08/12/2025		S(1)		4,768	D	$354.0556(7)	218,114	D
Common Stock	08/12/2025		S(1)		6,546	D	$355.004(8)	211,568	D
Common Stock	08/12/2025		S(1)		5,244	D	$355.9707(9)	206,324	D
Common Stock	08/12/2025		S(1)		5,094	D	$356.9398(10)	201,230	D
Common Stock	08/12/2025		S(1)		8,434	D	$357.9305(11)	192,796	D
Common Stock	08/12/2025		S(1)		5,032	D	$358.8265(12)	187,764	D
Common Stock	08/12/2025		S(1)		600	D	$359.81(13)	187,164	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			3,203	(15)	07/22/2026	Common Stock	3,203	$0	172,777	D
Stock Option (Right to Buy)	$9.45	08/12/2025		M			43,605	(15)	07/22/2026	Common Stock	43,605	$0	129,172	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 $350.80, 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 $350.16 to $351.14, 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 $352.48 to $353.47, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.48 to $354.47, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.48 to $355.47, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $355.48 to $356.46, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.48 to $357.46, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $357.48 to $358.47, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $358.48 to $359.41, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $359.78 to $359.87, inclusive.

14. The Reporting Person and his spouse are each managing members of SQN, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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

What did Paul A. Friedman (MDGL) report on this Form 4?

The filing reports option exercises on 08/11/2025 and 08/12/2025 to acquire 3,203 and 43,605 shares at $9.45 per share, and subsequent sales of those shares under a Rule 10b5-1 plan.

How many shares were sold and at what prices in the MDGL Form 4?

A total of 46,808 shares were sold under the 10b5-1 plan, with weighted-average sale prices in the ranges reported approximately $350.00 to $359.87 per share.

What is Paul Friedman’s ownership in Madrigal after these transactions?

After the reported transactions the filer’s direct beneficial ownership is 187,164 shares and he disclaims beneficial ownership of 655,540 shares held indirectly by SQN LLC.

Were the sales executed under a pre-established plan?

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

Were the options fully vested when exercised?

Yes. The filing notes that the shares underlying the stock options were fully vested and exercisable.