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

Insider Accumulation: Baker Entities Buy MDGL Shares Across Aug 18–20, 2025

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Madrigal Pharmaceuticals insiders associated with Baker Bros. reported multiple purchases of Common Stock on August 18 and August 20, 2025. The filings show a series of market purchases (transaction code P) executed at weighted-average prices ranging roughly from $372.59 to $392.57 per share. The reported entries record incremental increases in indirect beneficial ownership for Baker-related reporting persons and funds, with reported position levels shown in the filing as approximately 1,947,968 shares for one reported position and about 202,813 shares for another at various post-transaction lines. Footnotes explain these holdings are indirect and arise from the reporting persons' relationships to investment funds and the adviser, and that some shares reflect vested restricted stock units previously granted to directors.

Positive

  • Material insider accumulation disclosed: Multiple open-market purchases on 08/18/2025 and 08/20/2025 indicate the Baker-related funds increased their reported indirect holdings.
  • Detailed pricing transparency: Weighted-average prices and price ranges are provided in footnotes (e.g., $372.59–$373.54; up to $392.57), allowing precise review of transaction pricing.
  • Clear ownership and control disclosure: Footnotes explain the adviser/fund structure and limit ambiguity about indirect pecuniary interests and voting authority.

Negative

  • None.

Insights

TL;DR: Baker-affiliated funds executed multiple open-market purchases of MDGL on Aug 18 and Aug 20, 2025, increasing reported indirect positions at market prices.

The Form 4s document routine market purchases (code "P") by 667, L.P. and Baker Brothers Life Sciences, L.P., executed by adviser-managed accounts. Transaction prices are provided as weighted averages with ranges in footnotes ($372.59–$392.57). The filing clarifies the holdings are reported as indirect beneficial ownership due to the adviser/fund ownership structure and includes 3,825 shares from vested RSUs held for board members. This is a disclosure of accumulation by a significant shareholder group rather than an unusual corporate event; it informs supply/demand dynamics and insider interest but does not itself disclose operational or financial changes at the issuer.

TL;DR: Disclosure clarifies indirect ownership and voting/control arrangements among Baker entities and confirms director relationships and vested director RSUs.

The report carefully discloses the adviser-fund relationship: Baker Bros. Advisors LP acts with investment and voting discretion for the Funds, while Julian C. Baker and Felix J. Baker and the Adviser GP disclaim direct beneficial ownership except for pecuniary interests. The filing also notes director-status of Julian C. Baker and Dr. Raymond Cheong and that some shares derive from RSU vesting for directors. From a governance perspective, the filing provides transparent mapping of control/pecuniary interests consistent with Section 16 reporting requirements.

Insider BAKER BROS. ADVISORS LP, Baker Bros. Advisors (GP) LLC, BAKER FELIX, BAKER JULIAN, 667, L.P., Baker Brothers Life Sciences LP
Role Director | Director | Director | Director | Director | Director
Bought 97,065 shs ($36.94M)
Type Security Shares Price Value
Purchase Common Stock 480 $380.4365 $183K
Purchase Common Stock 5,209 $380.4365 $1.98M
Purchase Common Stock 176 $380.78 $67K
Purchase Common Stock 1,919 $380.78 $731K
Purchase Common Stock 873 $381.1216 $333K
Purchase Common Stock 9,477 $381.1216 $3.61M
Purchase Common Stock 105 $382.2891 $40K
Purchase Common Stock 1,136 $382.2891 $434K
Purchase Common Stock 262 $382.8213 $100K
Purchase Common Stock 2,838 $382.8213 $1.09M
Purchase Common Stock 373 $383.7872 $143K
Purchase Common Stock 4,049 $383.7872 $1.55M
Purchase Common Stock 1,248 $385.0573 $481K
Purchase Common Stock 13,545 $385.0573 $5.22M
Purchase Common Stock 409 $387.068 $158K
Purchase Common Stock 4,441 $387.068 $1.72M
Purchase Common Stock 34 $389.00 $13K
Purchase Common Stock 366 $389.00 $142K
Purchase Common Stock 231 $389.8878 $90K
Purchase Common Stock 2,506 $389.8878 $977K
Purchase Common Stock 862 $392.2429 $338K
Purchase Common Stock 9,362 $392.2429 $3.67M
Purchase Common Stock 2,460 $372.8693 $917K
Purchase Common Stock 26,704 $372.8693 $9.96M
Purchase Common Stock 675 $374.4338 $253K
Purchase Common Stock 7,325 $374.4338 $2.74M
Holdings After Transaction: Common Stock — 198,240 shares (Indirect, See Footnotes)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $372.59 to $373.54, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Includes beneficial ownership of 3,825 shares of Common Stock received from vested restricted stock units of the Issuer (each an "RSU") each previously granted to Julian C. Baker and Dr. Raymond Cheong in their capacity as directors of the Issuer. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the non-qualified stock options exercisable solely into Common Stock ("Stock Options"), RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the Stock Options and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such service on the board of directors of the Issuer. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $380.03 to $380.84, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $380.98 to $381.94, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $382.00 to $382.36, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $382.20 to $383.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $383.42 to $384.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $385.00 to $385.95, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $374.09 to $374.67, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $387.00 to $387.17, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $389.44 to $390.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $391.69 to $392.57, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Form 4 Insider Transactions: What Each Field Means →
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*
BAKER BROS. ADVISORS LP
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(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)
08/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 08/18/2025 P 2,460 A $372.8693(1) 197,085 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 26,704 A $372.8693(1) 1,885,795 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 675 A $374.4338(15) 197,760 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 7,325 A $374.4338(15) 1,893,120 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 480 A $380.4365(9) 198,240 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 5,209 A $380.4365(9) 1,898,329 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 176 A $380.78 198,416 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 1,919 A $380.78 1,900,248 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 873 A $381.1216(10) 199,289 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 9,477 A $381.1216(10) 1,909,725 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 105 A $382.2891(11) 199,394 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 1,136 A $382.2891(11) 1,910,861 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 262 A $382.8213(12) 199,656 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 2,838 A $382.8213(12) 1,913,699 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 373 A $383.7872(13) 200,029 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 4,049 A $383.7872(13) 1,917,748 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 1,248 A $385.0573(14) 201,277 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 13,545 A $385.0573(14) 1,931,293 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 409 A $387.068(16) 201,686 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 4,441 A $387.068(16) 1,935,734 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 34 A $389 201,720 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 366 A $389 1,936,100 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 231 A $389.8878(17) 201,951 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 2,506 A $389.8878(17) 1,938,606 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/20/2025 P 862 A $392.2429(18) 202,813 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/20/2025 P 9,362 A $392.2429(18) 1,947,968 I See Footnotes(3)(4)(5)(6)(7)(8)
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
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BAKER FELIX
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BAKER JULIAN
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
667, L.P.
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $372.59 to $373.54, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
2. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
3. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.
4. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
5. Includes beneficial ownership of 3,825 shares of Common Stock received from vested restricted stock units of the Issuer (each an "RSU") each previously granted to Julian C. Baker and Dr. Raymond Cheong in their capacity as directors of the Issuer.
6. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the non-qualified stock options exercisable solely into Common Stock ("Stock Options"), RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.
7. Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the Stock Options and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such service on the board of directors of the Issuer.
8. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
9. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $380.03 to $380.84, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
10. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $380.98 to $381.94, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
11. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $382.00 to $382.36, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
12. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $382.20 to $383.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
13. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $383.42 to $384.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
14. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $385.00 to $385.95, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
15. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $374.09 to $374.67, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
16. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $387.00 to $387.17, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
17. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $389.44 to $390.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
18. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $391.69 to $392.57, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Remarks:
Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC, and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, are directors of Madrigal Pharmaceuticals, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer. This is the second of two Form 4's reporting changes in beneficial ownership. Due to space limitations in Form 4 we are thus filing these two Forms 4.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 08/20/2025
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 08/20/2025
/s/ Felix J. Baker 08/20/2025
/s/ Julian C. Baker 08/20/2025
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 08/20/2025
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President 08/20/2025
** 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).
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Source: View Original Filing on SEC EDGAR

FAQ

What transactions are reported on the MDGL Form 4 filed by Baker Bros.?

Answer: The Form 4s report multiple open-market purchases (transaction code P) of Madrigal Pharmaceuticals common stock on 08/18/2025 and 08/20/2025 by Baker-affiliated funds and related reporting persons.

How many shares and what ownership levels are shown after the reported trades?

Answer: The filing shows post-transaction reported indirect positions displayed in table lines, including figures of approximately 1,947,968 shares and 202,813 shares on various reported lines.

At what prices were the MDGL shares purchased according to the filing?

Answer: The filing lists weighted-average prices for multiple trades with ranges noted in footnotes, from about $372.59 up to $392.57 per share, depending on the trade group.

Do the reporting persons claim direct beneficial ownership of the shares?

Answer: No. The filing states the Adviser, Adviser GP, Julian C. Baker and Felix J. Baker disclaim direct beneficial ownership except to the extent of any pecuniary interest; holdings are reported as indirect due to fund/adviser relationships.

Are any shares in the filing from director compensation?

Answer: Yes. The filing notes inclusion of 3,825 shares received from vested restricted stock units previously granted to directors (Julian C. Baker and Dr. Raymond Cheong).