Madrigal (MDGL) Director Sells 129,172 Shares After Option Exercise

Rhea-AI Filing Summary

Paul A. Friedman, a director of Madrigal Pharmaceuticals (MDGL), exercised a stock option for 129,172 shares at an exercise price of $9.45 and on 08/13/2025 sold those shares pursuant to a Rule 10b5-1 trading plan adopted March 14, 2025. The sales were executed in multiple transactions at weighted-average prices reported in tranches with ranges from $357.70 to $374.60. As a result of these transactions, Mr. Friedmans reported direct beneficial ownership declined from 316,336 shares to 187,164 shares. He also reports indirect ownership of 655,540 shares through SQN LLC (with the customary disclaimer regarding beneficial ownership). The option shares are reported as fully vested and exercisable.

Positive

• Sales executed under a Rule 10b5-1 trading plan (adopted March 14, 2025), providing pre-established execution terms.
• Retains substantial indirect stake of 655,540 shares via SQN LLC (footnote disclosure included).
• Exercised fully vested options for 129,172 shares at an exercise price of $9.45 (footnote 20).

Negative

• Disposed of 129,172 shares on 08/13/2025, reducing reported direct beneficial ownership from 316,336 to 187,164 shares.
• Sales executed at high market prices (weighted-average tranche ranges reported between $357.70 and $374.60), representing a material liquidity event for the director.

Insights

Securities Analyst

Director exercised options then sold 129,172 shares under a pre-established 10b5-1 plan; direct holdings fell materially.

The filing shows an option exercise of 129,172 shares at $9.45 followed by sales executed under a Rule 10b5-1 plan on 08/13/2025 across multiple price tranches (weighted averages reported, ranges from $357.70 to $374.60). The execution via a 10b5-1 plan reduces questions about trade timing, while the immediate disposition converted an in-the-money option into realized proceeds. Direct holdings declined from 316,336 to 187,164 shares, but the report also discloses 655,540 shares indirectly held via SQN LLC.

Corporate Governance Expert

Insider activity was conducted under a documented trading plan; director still retains a substantial indirect stake via SQN LLC.

The report explicitly states the sales were effected pursuant to a Rule 10b5-1 plan adopted March 14, 2025, and includes footnote disclosure about weighted-average price ranges for each tranche. Footnote 19 discloses that the reporting person and spouse are managing members of SQN LLC and that 655,540 shares are reported indirectly through that entity (with a disclaimer). Footnote 20 states the option shares are fully vested and exercisable. From a governance perspective, the presence of a plan and continued significant indirect holdings are salient facts for shareholders and oversight.

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)
08/13/2025

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	08/13/2025		M		129,172	A	$9.45	316,336	D
Common Stock	08/13/2025		S(1)		1,600	D	$358.2319(2)	314,736	D
Common Stock	08/13/2025		S(1)		455	D	$359.3076(3)	314,281	D
Common Stock	08/13/2025		S(1)		3,153	D	$360.272(4)	311,128	D
Common Stock	08/13/2025		S(1)		1,754	D	$361.131(5)	309,374	D
Common Stock	08/13/2025		S(1)		1,439	D	$362.2875(6)	307,935	D
Common Stock	08/13/2025		S(1)		2,591	D	$363.0765(7)	305,344	D
Common Stock	08/13/2025		S(1)		3,529	D	$364.0235(8)	301,815	D
Common Stock	08/13/2025		S(1)		1,716	D	$365.1927(9)	300,099	D
Common Stock	08/13/2025		S(1)		3,152	D	$366.2213(10)	296,947	D
Common Stock	08/13/2025		S(1)		7,119	D	$367.3111(11)	289,828	D
Common Stock	08/13/2025		S(1)		6,788	D	$368.3449(12)	283,040	D
Common Stock	08/13/2025		S(1)		7,992	D	$369.4388(13)	275,048	D
Common Stock	08/13/2025		S(1)		7,877	D	$370.4384(14)	267,171	D
Common Stock	08/13/2025		S(1)		22,710	D	$371.5253(15)	244,461	D
Common Stock	08/13/2025		S(1)		28,976	D	$372.3939(16)	215,485	D
Common Stock	08/13/2025		S(1)		24,166	D	$373.3481(17)	191,319	D
Common Stock	08/13/2025		S(1)		4,155	D	$374.3835(18)	187,164	D
Common Stock								655,540	I	By SQN LLC(19)

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	08/13/2025		M			129,172	(20)	07/22/2026	Common Stock	129,172	$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 $357.70 to $358.67, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $358.71 to $359.68, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $359.71 to $360.67, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $360.72 to $361.62, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $361.73 to $362.70, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $362.74 to $363.73, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $363.78 to $364.77, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $364.79 to $365.75, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $365.89 to $366.88, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $366.90 to $367.88, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $367.90 to $368.89, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.90 to $369.88, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $369.90 to $370.88, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $370.92 to $371.91, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $371.92 to $372.91, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $372.92 to $373.90, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $373.94 to $374.60, inclusive.

19. 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.

20. 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 Madrigal director Paul A. Friedman do in this Form 4 (MDGL)?

He exercised an option for 129,172 shares at $9.45 and sold those shares on 08/13/2025 under a Rule 10b5-1 trading plan.

How many shares were sold and at what prices?

129,172 shares were sold in multiple transactions with weighted-average price tranches; reported price ranges were approximately $357.70 to $374.60.

Did the sales follow a pre-established plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted March 14, 2025.

How did the transactions change Mr. Friedmans direct ownership?

Direct beneficial ownership declined from 316,336 shares to 187,164 shares following the reported transactions.

Does Mr. Friedman still hold shares indirectly?

Yes. The report lists 655,540 shares held indirectly by SQN LLC, of which Mr. Friedman and his spouse are managing members (footnote 19), subject to a disclaimer about beneficial ownership.

Are the option shares vested and exercisable?

Footnote 20 states the shares underlying the reported stock option are fully vested and exercisable.