Madrigal Board Member Granted New Stock Package Amid NASH Drug Progress

Rhea-AI Filing Summary

Madrigal Pharmaceuticals director Jacqualyn A. Fouse received new equity compensation grants on June 20, 2025, consisting of:

• 203 restricted stock units (RSUs) with a $0 exercise price, bringing total direct common stock ownership to 1,097 shares
• 366 stock options with an exercise price of $285.73 per share

Both the RSUs and stock options are scheduled to vest at the company's 2026 annual stockholder meeting, contingent on continued service as director. The stock options expire on June 20, 2035. This Form 4 filing, signed by attorney-in-fact Mardi Dier, represents standard board of director equity compensation and demonstrates continued alignment of director interests with shareholders through equity ownership.

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).

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^*

FOUSE JACQUALYN A

(Last) (First) (Middle)

C/O MADRIGAL PHARMACEUTICALS, INC.

200 BARR HARBOR DRIVE, SUITE 200

(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)		203	A	$0	1,097	D

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		366		(2)	06/20/2035	Common Stock	366	$0	366	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 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

What insider trading activity occurred at MDGL on June 20, 2025?

Director Jacqualyn A. Fouse received 203 restricted stock units (RSUs) and 366 stock options of MDGL. The RSUs and stock options will vest at the company's annual meeting in 2026, contingent on continued service with the company.

What is the exercise price of MDGL stock options granted to Director Fouse?

The stock options were granted with an exercise price of $285.73 per share and will expire on June 20, 2035.

How many MDGL shares does Jacqualyn Fouse own after the June 2025 transaction?

Following the transaction, Jacqualyn Fouse directly owns 1,097 shares of MDGL common stock, plus 366 unvested stock options.

When will MDGL Director Fouse's new equity grants vest?

Both the restricted stock units and stock options will vest 100% on the date of MDGL's annual meeting of stockholders to be held in 2026, provided Fouse continues to serve as a director until that date.

What was the cost basis for MDGL Director Fouse's new equity grants?

The restricted stock units and stock options were granted at $0 cost to Director Fouse as part of her compensation as a board member.