Madrigal Pharmaceuticals Director Strengthens Position with Annual Stock Grant

Rhea-AI Filing Summary

Madrigal Pharmaceuticals Director Paul A. Friedman received new equity compensation on June 20, 2025, consisting of:

• 715 restricted stock units (RSUs) granted at $0, vesting at the 2026 annual stockholder meeting
• 1,290 stock options with strike price of $285.73, fully vesting at the 2026 annual stockholder meeting

Following these transactions, Friedman directly owns 187,164 common shares and indirectly holds 655,540 shares through SQN LLC, where he and his spouse serve as managing members. The indirect holdings include a disclaimer of beneficial ownership except for his pecuniary interest. The equity grants appear to be part of standard director compensation, with vesting tied to continued service through the next annual meeting.

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

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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).

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)
06/20/2025

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	06/20/2025		A(1)		715	A	$0	187,164	D
Common Stock								655,540	I	By SQN LLC(2)

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)	$285.73	06/20/2025		A		1,290		(3)	06/20/2035	Common Stock	1,290	$0	1,290	D

Explanation of Responses:

1. Represents a grant of restricted stock units, which vest on the date of the Issuer's annual meeting of stockholders to be held in 2026, provided the Reporting Person continues in service with the Issuer on such date.

2. 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.

3. The option vests as to 100% of underlying shares on the date of the Issuer's annual meeting of stockholders to be held in 2026, provided that the Reporting Person continues to serve as a director of the Issuer until such date.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	06/24/2025
	** 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

How many shares of MDGL stock did Paul Friedman acquire on June 20, 2025?

On June 20, 2025, Paul Friedman acquired 715 shares of MDGL common stock in the form of restricted stock units (RSUs) and 1,290 stock options with an exercise price of $285.73.

What is the vesting schedule for MDGL director Paul Friedman's new stock grants?

Both the restricted stock units and stock options will vest 100% on the date of Madrigal Pharmaceuticals' annual meeting of stockholders to be held in 2026, contingent on Friedman continuing to serve as a director until that date.

How many MDGL shares does Paul Friedman own directly after the June 2025 grants?

Following the reported transactions, Paul Friedman directly owns 187,164 shares of MDGL common stock, plus 1,290 unvested stock options.

What is Paul Friedman's indirect ownership of MDGL stock through SQN LLC?

Paul Friedman has indirect beneficial ownership of 655,540 shares of MDGL through SQN LLC, where he and his spouse serve as managing members. However, he disclaims beneficial ownership except for his pecuniary interest.

What is the exercise price and expiration date of MDGL stock options granted to Paul Friedman?

The stock options were granted with an exercise price of $285.73 per share and will expire on June 20, 2035, ten years from the grant date.