[Form 4] MADRIGAL PHARMACEUTICALS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Madrigal Pharmaceuticals (MDGL) reported that its Chief Commercial Officer filed a Form 4 disclosing multiple sales of common stock on 11/21/2025. One sale of 894 shares was made by the company on the officer’s behalf to cover tax withholding tied to vesting of restricted stock units and was automatic, not at the officer’s discretion. Additional market sales were executed the same day in small blocks under a Rule 10b5-1 trading plan adopted on November 5, 2024, at weighted average prices generally between about $547 and $565 per share. Following these transactions, the officer directly beneficially owned 10,032 shares of Madrigal common stock.

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^*

Huntsman Carole

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		S(1)		894	D	$550.97	11,096	D
Common Stock	11/21/2025		S(2)		144	D	$547.2683(3)	10,952	D
Common Stock	11/21/2025		S(2)		120	D	$548.71(4)	10,832	D
Common Stock	11/21/2025		S(2)		40	D	$549.3425(5)	10,792	D
Common Stock	11/21/2025		S(2)		200	D	$552.384(6)	10,592	D
Common Stock	11/21/2025		S(2)		40	D	$553.2283(7)	10,552	D
Common Stock	11/21/2025		S(2)		120	D	$556.04(8)	10,432	D
Common Stock	11/21/2025		S(2)		200	D	$559.598(9)	10,232	D
Common Stock	11/21/2025		S(2)		80	D	$560.62(10)	10,152	D
Common Stock	11/21/2025		S(2)		40	D	$563.21	10,112	D
Common Stock	11/21/2025		S(2)		80	D	$564.565(11)	10,032	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

Explanation of Responses:

1. The sale reported on this line represents the number of shares sold by the Issuer on behalf of the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale was automatic and not at the discretion of the Reporting Person.

2. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 5, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $547.12 to $547.42, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $548.25 to $548.94, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $549.30 to $549.38, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $551.96 to $552.81, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $553.22 to $553.23, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $555.74 to $556.19, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $559.22 to $560.06, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $560.24 to $561.00, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $564.55 to $564.58, inclusive.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	11/21/2025
	** 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 transaction did Madrigal Pharmaceuticals (MDGL) report on this Form 4?

The Form 4 reports that Madrigal Pharmaceuticals’ Chief Commercial Officer sold multiple blocks of common stock on 11/21/2025, including a company-facilitated sale to cover tax withholding and additional sales under a Rule 10b5-1 trading plan.

How many Madrigal (MDGL) shares did the officer sell for tax withholding?

The officer had 894 shares of Madrigal common stock sold by the issuer to cover tax withholding obligations arising from the vesting of restricted stock units. This transaction was automatic and not at the officer’s discretion.

Were the Madrigal (MDGL) insider sales made under a Rule 10b5-1 plan?

Yes. The filing states that the sales (other than the tax withholding sale) were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2024.

What prices were received for the Madrigal (MDGL) shares sold on November 21, 2025?

The reported sales used weighted average prices, with transactions occurring in ranges such as $547.12 to $547.42, $548.25 to $548.94, and up to $564.55 to $564.58 per share, as detailed in the footnotes.

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

After the reported sales on 11/21/2025, the officer beneficially owned 10,032 shares of Madrigal Pharmaceuticals common stock, held directly.

Does this Form 4 include any Madrigal (MDGL) derivative securities like options or warrants?

The Form 4 includes a section for derivative securities, but the provided content does not list any options, warrants, or other derivative transactions for this reporting date.