[Form 4] Madrigal Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Baker Bros. Advisors LP and affiliated entities reported insider transactions in Madrigal Pharmaceuticals (MDGL) stock on June 20, 2025. The transactions involved:

• Acquisition of 1,430 restricted stock units (RSUs) each by Julian C. Baker and Dr. Raymond Cheong, granted under the company's Amended 2015 Stock Plan
• Grant of 2,580 non-qualified stock options with a strike price of $285.73, exercisable until June 20, 2035
• Both RSUs and options will fully vest at the 2026 annual stockholder meeting, subject to continued board service

The filing details complex beneficial ownership structures through various Baker Bros. entities, including 667, L.P. and Baker Brothers Life Sciences LP. Following the transactions, the entities hold significant positions: 188,837 shares through one entity and 1,796,261 shares through another. Julian Baker and Felix Baker maintain indirect pecuniary interests through their ownership in various Baker Bros. entities, though they disclaim beneficial ownership except for their 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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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).

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^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(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)

	Form filed by One Reporting Person
X	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		1,430(1)	A	$0	188,837	I	See Footnotes(2)(3)(4)(5)(6)(7)(8)
Common Stock	06/20/2025		A		1,430(1)	A	$0	1,796,261	I	See Footnotes(3)(4)(5)(6)(7)(8)(9)

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
Non- Qualified Stock Options (right to buy)	$285.73	06/20/2025		A		2,580(10)		(10)	06/20/2035	Common Stock	2,580	$0	2,580	I	See Footnotes(2)(3)(4)(5)(6)(7)
Non- Qualified Stock Options (right to buy)	$285.73	06/20/2025		A		2,580(10)		(10)	06/20/2035	Common Stock	2,580	$0	2,580	I	See Footnotes(3)(4)(5)(6)(7)(9)

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

667, L.P.

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Includes 715 restricted stock units (each an "RSU") payable solely in common stock ("Common Stock") granted by Madrigal Pharmaceuticals, Inc. (the "Issuer") to each of Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), and Dr. Raymond Cheong, an employee of Baker Bros. Advisors LP (the "Adviser"), on June 20, 2025, pursuant to the Issuer's Amended 2015 Stock Plan (the "2015 Plan"). The RSUs fully vest on the date of the Issuer's annual meeting of stockholders to be held in 2026, subject to the applicable director's continuous service on the board of directors of the Issuer (the "Board") through such vesting date. Julian C. Baker and Dr. Cheong serve on the Board as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.

2. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

3. Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the non-qualified stock options exercisable solely into Common Stock ("Stock Options") and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board Service.

4. The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.

5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.

7. The acquisitions of the RSUs and Stock Options reported on this form represent grants to each of Julian C. Baker and Dr. Cheong of 715 RSUs on Table I and 1,290 Stock Options on Table II. These grants, totaling 1,430 RSUs and 2,580 Stock Options for Julian C. Baker and Dr. Cheong in the aggregate, are reported for each of the Funds as each has an indirect pecuniary interest in such securities.

8. Includes beneficial ownership of 3,110 shares of Common Stock received from vested RSUs each previously granted to Julian C. Baker and Dr. Cheong in their capacity as directors of the Issuer.

9. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

10. Includes 1,290 Stock Options granted by the Issuer to each of Julian C. Baker and Dr. Cheong on June 20, 2025, pursuant to the 2015 Plan. The Stock Options have a strike price of $285.73, fully vest on the date of the Issuer's annual meeting of stockholders to be held in 2026, subject to the applicable director's continuous service on the Board through such vesting date, and expire 10 years from the date of grant.

Remarks:

Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC, and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, are directors of Madrigal Pharmaceuticals, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	06/24/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	06/24/2025
	/s/ Julian C. Baker	06/24/2025
	/s/ Felix J. Baker	06/24/2025
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	06/24/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Baker Bros. Advisors LP and related entities received equity grants consisting of 1,430 restricted stock units (RSUs) and 2,580 non-qualified stock options with an exercise price of $285.73. The grants were made to Julian C. Baker and Dr. Raymond Cheong as compensation for their board service.

What are the vesting terms for MDGL's recent insider stock grants?

Both the RSUs and stock options granted on June 20, 2025 will fully vest at MDGL's annual meeting of stockholders in 2026, subject to the directors' continuous service on the board through the vesting date. The stock options have a 10-year term, expiring on June 20, 2035.

How many shares of MDGL stock does Baker Bros. Advisors control?

Following the reported transactions, Baker Bros. entities beneficially own 188,837 shares through 667, L.P. and 1,796,261 shares through Baker Brothers Life Sciences LP, totaling approximately 1,985,098 shares of MDGL common stock.

What is the relationship between Baker Bros. Advisors and MDGL?

Baker Bros. Advisors has significant board representation at MDGL through Julian C. Baker (managing member) and Dr. Raymond Cheong (employee), who serve as directors. The firm serves as investment adviser to 667, L.P. and Baker Brothers Life Sciences LP, which are major shareholders of MDGL.

What was the strike price for MDGL's stock options granted in June 2025?

The non-qualified stock options were granted with a strike price of $285.73 per share on June 20, 2025.