Madrigal (NASDAQ: MDGL) director logs 10b5-1 stock sales, option use

Rhea-AI Filing Summary

Madrigal Pharmaceuticals director Paul A. Friedman reported insider transactions in company common stock. On January 9, 2026, he exercised a fully vested stock option for 24,520 shares of common stock at an exercise price of $15.8 per share and then sold multiple small blocks of common stock the same day under a Rule 10b5-1 trading plan adopted on September 10, 2025. The reported sale prices are disclosed as weighted averages, with underlying trades occurring at prices generally ranging from about $511.71 to $545.79 per share. After these transactions, he directly held 187,164 shares of common stock and 280 stock options, and also reported 655,540 shares held indirectly through SQN LLC, for which he and his spouse are managing members.

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)
01/09/2026

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	01/09/2026		M		24,520	A	$15.8	211,684	D
Common Stock	01/09/2026		S(1)		1,480	D	$511.9774(2)	210,204	D
Common Stock	01/09/2026		S(1)		1,094	D	$513.1079(3)	209,110	D
Common Stock	01/09/2026		S(1)		1,345	D	$514.681(4)	207,765	D
Common Stock	01/09/2026		S(1)		1,996	D	$515.8123(5)	205,769	D
Common Stock	01/09/2026		S(1)		766	D	$516.8356(6)	205,003	D
Common Stock	01/09/2026		S(1)		2,450	D	$517.8591(7)	202,553	D
Common Stock	01/09/2026		S(1)		1,363	D	$518.6837(8)	201,190	D
Common Stock	01/09/2026		S(1)		846	D	$519.8838(9)	200,344	D
Common Stock	01/09/2026		S(1)		681	D	$521.0327(10)	199,663	D
Common Stock	01/09/2026		S(1)		840	D	$521.9779(11)	198,823	D
Common Stock	01/09/2026		S(1)		970	D	$522.9972(12)	197,853	D
Common Stock	01/09/2026		S(1)		1,199	D	$524.0986(13)	196,654	D
Common Stock	01/09/2026		S(1)		2,432	D	$525.0475(14)	194,222	D
Common Stock	01/09/2026		S(1)		1,066	D	$526.0005(15)	193,156	D
Common Stock	01/09/2026		S(1)		1,560	D	$526.9685(16)	191,596	D
Common Stock	01/09/2026		S(1)		575	D	$528.1777(17)	191,021	D
Common Stock	01/09/2026		S(1)		691	D	$529.1654(18)	190,330	D
Common Stock	01/09/2026		S(1)		166	D	$529.7624(19)	190,164	D
Common Stock	01/09/2026		S(1)		280	D	$530.6871(20)	189,884	D
Common Stock	01/09/2026		S(1)		80	D	$532.5	189,804	D
Common Stock	01/09/2026		S(1)		332	D	$534.1638(21)	189,472	D
Common Stock	01/09/2026		S(1)		148	D	$535.2886(22)	189,324	D
Common Stock	01/09/2026		S(1)		473	D	$536.0206(23)	188,851	D
Common Stock	01/09/2026		S(1)		487	D	$536.8768(24)	188,364	D
Common Stock	01/09/2026		S(1)		80	D	$537.845(25)	188,284	D
Common Stock	01/09/2026		S(1)		480	D	$539.2317(26)	187,804	D
Common Stock	01/09/2026		S(1)		600	D	$540.358(27)	187,204	D
Common Stock	01/09/2026		S(1)		40	D	$545.79	187,164	D
Common Stock								655,540	I	By SQN LLC(28)

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)	$15.8	01/09/2026		M			24,520	(29)	03/02/2027	Common Stock	24,520	$0	280	D

Explanation of Responses:

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

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $511.71 to $512.51, 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 $512.77 to $513.60, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $514.28 to $515.22, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $515.29 to $516.21, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $516.34 to $517.28, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $517.36 to $518.35, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $518.38 to $519.37, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $519.45 to $520.42, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $520.48 to $521.45, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $521.49 to $522.40, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $522.49 to $523.46, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $523.51 to $524.48, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $524.51 to $525.49, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $525.55 to $526.50, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $526.56 to $527.51, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $527.56 to $528.53, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $528.56 to $529.52, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $529.56 to $530.12, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.63 to $531.03, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $533.60 to $534.54, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $534.60 to $535.57, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $535.62 to $536.57, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $536.64 to $537.11, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $537.83 to $537.86, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $539.00 to $539.42, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $540.25 to $540.38, inclusive.

28. 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.

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

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	01/13/2026
	** 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 insider transactions did MDGL director Paul A. Friedman report?

Paul A. Friedman reported exercising a fully vested stock option for 24,520 shares of Madrigal Pharmaceuticals common stock at an exercise price of $15.8 per share on January 9, 2026, followed by multiple same-day open-market sales of common stock at weighted average prices generally between about $511.71 and $545.79 per share.

Was Paul A. Friedman’s MDGL stock sale made under a Rule 10b5-1 plan?

Yes. A footnote states that the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Paul A. Friedman on September 10, 2025, indicating the transactions followed a pre-established plan.

How many MDGL shares does Paul A. Friedman hold after these transactions?

After the reported transactions, Paul A. Friedman directly owned 187,164 shares of Madrigal Pharmaceuticals common stock and 280 stock options, and reported an additional 655,540 shares indirectly held through SQN LLC.

What is the nature of Paul A. Friedman’s indirect ownership in MDGL through SQN LLC?

The filing notes that 655,540 shares of Madrigal Pharmaceuticals common stock are held indirectly by SQN LLC, where the reporting person and his spouse are each managing members. He disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

What do the weighted average prices in the MDGL Form 4 mean?

The filing explains that the prices reported for the sales are weighted average prices for multiple trades. Underlying transactions occurred within specified price ranges, such as from $511.71 to $512.51, and the reporting person undertakes to provide detailed trade information upon request.

Are the stock options reported in the MDGL Form 4 fully vested?

Yes. A footnote states that the shares underlying the reported stock option are fully vested and exercisable, and the option exercise on January 9, 2026 covered 24,520 shares of common stock.