Madrigal Pharmaceuticals (NASDAQ: MDGL) director logs 24,800-share insider trades

Rhea-AI Filing Summary

Madrigal Pharmaceuticals disclosed an insider transaction by a company director on December 10, 2025. The director acquired 24,800 shares of common stock at $15.8 per share and, on the same day, sold 24,800 shares in multiple open-market trades at weighted average prices described in several ranges between approximately $547 and $555, all under a Rule 10b5-1 trading plan adopted on September 10, 2025.

After these transactions, the director beneficially owned 187,164 shares directly and 655,540 shares indirectly through SQN LLC, where the director and spouse are managing members and disclaim beneficial ownership beyond any pecuniary interest.

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
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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)
12/10/2025

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	12/10/2025		M		24,800	A	$15.8	211,964	D
Common Stock	12/10/2025		S(1)		624	D	$547.7462(2)	211,340	D
Common Stock	12/10/2025		S(1)		535	D	$548.5067(3)	210,805	D
Common Stock	12/10/2025		S(1)		409	D	$549.9871(4)	210,396	D
Common Stock	12/10/2025		S(1)		4,316	D	$550.9328(5)	206,080	D
Common Stock	12/10/2025		S(1)		7,193	D	$551.6653(6)	198,887	D
Common Stock	12/10/2025		S(1)		5,533	D	$552.7439(7)	193,354	D
Common Stock	12/10/2025		S(1)		5,001	D	$553.8349(8)	188,353	D
Common Stock	12/10/2025		S(1)		1,029	D	$554.9963(9)	187,324	D
Common Stock	12/10/2025		S(1)		160	D	$555.39	187,164	D
Common Stock								655,540	I	By SQN LLC(10)

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	12/10/2025		M			24,800	(11)	03/02/2027	Common Stock	24,800	$0	24,800	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 $547.17 to $548.13, 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 $548.17 to $549.08, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $549.27 to $550.23, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $550.28 to $551.26, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $551.28 to $552.26, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $552.28 to $553.27, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $553.28 to $554.27, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $554.39 to $555.31, inclusive.

10. 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.

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

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	12/12/2025
	** 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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FAQ

What insider transaction did Madrigal Pharmaceuticals (MDGL) report in this filing?

A Madrigal Pharmaceuticals director reported acquiring 24,800 shares of common stock at $15.8 per share on December 10, 2025, and selling 24,800 shares the same day in multiple open-market trades at weighted average prices described in ranges between roughly $547 and $555.

How many Madrigal (MDGL) shares did the director sell and at what price ranges?

The director sold a total of 24,800 shares of Madrigal Pharmaceuticals common stock in several transactions. Footnotes state that the weighted average sale prices were based on trades executed in multiple ranges, including $547.17 to $548.13, $548.17 to $549.08, and additional ranges up to $554.39 to $555.31.

What shares did the Madrigal (MDGL) director acquire in this Form 4?

The filing shows the director acquired 24,800 shares of common stock at a price of $15.8 per share. Table II also lists a stock option (right to buy) covering 24,800 shares of common stock at an exercise price of $15.8, with the underlying shares fully vested and exercisable.

How many Madrigal (MDGL) shares does the director own after these transactions?

Following the reported transactions, the director beneficially owned 187,164 shares of Madrigal Pharmaceuticals common stock directly. In addition, the filing reports 655,540 shares held indirectly through SQN LLC.

Was the Madrigal (MDGL) insider activity under a Rule 10b5-1 trading plan?

Yes. A footnote states that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

What is SQN LLC’s role in the Madrigal (MDGL) director’s holdings?

The filing reports 655,540 shares of Madrigal Pharmaceuticals common stock held indirectly, noted as held by SQN LLC. A footnote explains that the reporting person and spouse are managing members of SQN LLC and disclaim beneficial ownership of these securities except to the extent of any pecuniary interest.

What does the Form 4 say about the director’s stock option position in Madrigal (MDGL)?

Table II lists a stock option (right to buy) with a $15.8 exercise price covering 24,800 shares of Madrigal common stock. A footnote notes that the shares underlying this stock option are fully vested and exercisable, with an expiration date of March 2, 2027.