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

Baker Bros. files Form 4: Multiple MDGL acquisitions increase disclosed holdings

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Madrigal Pharmaceuticals insiders and affiliated funds reported multiple purchases of Common Stock on 08/18/2025. The filings show aggregated acquisitions executed in multiple transactions at weighted-average prices ranging roughly from $353.76 to $372.50 per share. Following the reported purchases, the filings list two classes of beneficial ownership totals: approximately 193,000 shares and approximately 1,859,091–1,848,963 shares across different line items, reflecting purchases by 667, L.P. and Baker Brothers Life Sciences, L.P., with Baker Bros. Advisors LP as adviser. Reporting persons include Baker Bros. entities, Julian C. Baker, Felix J. Baker and directors including Dr. Raymond Cheong. The filing is noted as the first of two Form 4s covering these changes.

Positive

  • Multiple insider acquisitions recorded on 08/18/2025 with detailed weighted-average price ranges provided
  • Clear disclosure of relationships and adviser discretion including footnotes on indirect pecuniary interests and RSU vesting
  • Filing transparency — report includes commitment to provide transaction-level price breakdowns on request

Negative

  • No sales or disposition events disclosed in this Form 4 (only purchases), so liquidity or reallocation intent is not documented
  • Complex ownership structure may require review to fully quantify ultimate beneficial ownership across related entities (footnotes indicate indirect interests)

Insights

TL;DR: Significant block purchases reported by Baker-affiliated funds across a price range, increasing disclosed beneficial ownership materially.

The Form 4 records numerous acquisitions on 08/18/2025 executed by 667, L.P. and Baker Brothers Life Sciences, L.P., advised by Baker Bros. Advisors LP. Transactions occurred across trading prices stated between approximately $353.76 and $372.50 per share, and post-transaction beneficial ownership totals are reported in the low hundreds of thousands and around 1.8 million shares in separate lines. The filings include detailed footnotes clarifying indirect pecuniary interests, adviser discretion over holdings, and that some reported shares stem from vested RSUs awarded to directors.

TL;DR: Disclosures appropriately describe relationships, voting/dispositive authority and indirect interests; filing is procedurally thorough.

The report provides clear attribution of investment discretion to Baker Bros. Advisors LP and explains the indirect pecuniary interests of Julian C. Baker and Felix J. Baker via limited partnership structures. Footnotes disclose vested RSUs and adviser policies on voting and disposition, and the filing states it is the first of two Form 4s due to space limits. These elements align with Section 16 disclosure norms and clarify potential conflicts and control over the securities reported.

Insider BAKER BROS. ADVISORS LP, Baker Bros. Advisors (GP) LLC, BAKER FELIX, BAKER JULIAN, 667, L.P., Baker Brothers Life Sciences LP
Role Director | Director | Director | Director | Director | Director
Bought 68,618 shs ($24.98M)
Type Security Shares Price Value
Purchase Common Stock 177 $353.8755 $63K
Purchase Common Stock 1,923 $353.8755 $681K
Purchase Common Stock 84 $355.00 $30K
Purchase Common Stock 916 $355.00 $325K
Purchase Common Stock 767 $357.0232 $274K
Purchase Common Stock 8,328 $357.0232 $2.97M
Purchase Common Stock 228 $358.21 $82K
Purchase Common Stock 2,472 $358.21 $885K
Purchase Common Stock 784 $359.3931 $282K
Purchase Common Stock 8,514 $359.3931 $3.06M
Purchase Common Stock 502 $361.3736 $181K
Purchase Common Stock 5,443 $361.3736 $1.97M
Purchase Common Stock 515 $362.3881 $187K
Purchase Common Stock 5,587 $362.3881 $2.02M
Purchase Common Stock 255 $363.7474 $93K
Purchase Common Stock 2,772 $363.7474 $1.01M
Purchase Common Stock 211 $366.2992 $77K
Purchase Common Stock 2,289 $366.2992 $838K
Purchase Common Stock 442 $367.771 $163K
Purchase Common Stock 4,798 $367.771 $1.76M
Purchase Common Stock 131 $368.84 $48K
Purchase Common Stock 1,419 $368.84 $523K
Purchase Common Stock 253 $369.335 $93K
Purchase Common Stock 2,747 $369.335 $1.01M
Purchase Common Stock 506 $371.005 $188K
Purchase Common Stock 5,494 $371.005 $2.04M
Purchase Common Stock 933 $372.1573 $347K
Purchase Common Stock 10,128 $372.1573 $3.77M
Holdings After Transaction: Common Stock — 189,014 shares (Indirect, See Footnotes)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $353.76 to $353.99, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. 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 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. Baker Bros. Advisors LP (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. Baker Bros. Advisors (GP) LLC (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. 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. Includes beneficial ownership of 3,825 shares of Common Stock received from vested restricted stock units of the Issuer (each an "RSU") each previously granted to Julian C. Baker and Dr. Raymond Cheong in their capacity as directors of the Issuer. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the non-qualified stock options exercisable solely into Common Stock ("Stock Options"), RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. 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 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 service on the board of directors of the Issuer. 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 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. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $356.73 to $357.08, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $358.75 to $359.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $361.00 to $361.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $362.06 to $362.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $363.44 to $363.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $366.27 to $366.31, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $367.77 to $367.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $369.01 to $369.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $370.68 to $371.18, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $371.61 to $372.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Form 4 Insider Transactions: What Each Field Means →
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).
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)
08/18/2025
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 08/18/2025 P 177 A $353.8755(1) 189,014 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 1,923 A $353.8755(1) 1,798,184 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 84 A $355 189,098 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 916 A $355 1,799,100 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 767 A $357.0232(9) 189,865 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 8,328 A $357.0232(9) 1,807,428 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 228 A $358.21 190,093 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 2,472 A $358.21 1,809,900 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 784 A $359.3931(10) 190,877 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 8,514 A $359.3931(10) 1,818,414 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 502 A $361.3736(11) 191,379 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 5,443 A $361.3736(11) 1,823,857 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 515 A $362.3881(12) 191,894 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 5,587 A $362.3881(12) 1,829,444 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 255 A $363.7474(13) 192,149 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 2,772 A $363.7474(13) 1,832,216 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 211 A $366.2992(14) 192,360 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 2,289 A $366.2992(14) 1,834,505 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 442 A $367.771(15) 192,802 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 4,798 A $367.771(15) 1,839,303 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 131 A $368.84 192,933 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 1,419 A $368.84 1,840,722 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 253 A $369.335(16) 193,186 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 2,747 A $369.335(16) 1,843,469 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 506 A $371.005(17) 193,692 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 5,494 A $371.005(17) 1,848,963 I See Footnotes(3)(4)(5)(6)(7)(8)
Common Stock 08/18/2025 P 933 A $372.1573(18) 194,625 I See Footnotes(2)(3)(4)(5)(6)(7)
Common Stock 08/18/2025 P 10,128 A $372.1573(18) 1,859,091 I See Footnotes(3)(4)(5)(6)(7)(8)
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
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*
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 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)
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 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)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $353.76 to $353.99, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
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 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. Baker Bros. Advisors LP (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. Baker Bros. Advisors (GP) LLC (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.
4. 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.
5. Includes beneficial ownership of 3,825 shares of Common Stock received from vested restricted stock units of the Issuer (each an "RSU") each previously granted to Julian C. Baker and Dr. Raymond Cheong in their capacity as directors of the Issuer.
6. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the non-qualified stock options exercisable solely into Common Stock ("Stock Options"), RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.
7. 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 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 service on the board of directors of the Issuer.
8. 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 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.
9. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $356.73 to $357.08, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
10. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $358.75 to $359.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
11. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $361.00 to $361.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
12. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $362.06 to $362.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
13. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $363.44 to $363.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
14. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $366.27 to $366.31, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
15. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $367.77 to $367.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
16. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $369.01 to $369.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
17. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $370.68 to $371.18, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
18. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $371.61 to $372.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
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. This is the first of two Form 4's reporting changes in beneficial ownership. Due to space limitations in Form 4 we are thus filing these two Forms 4.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 08/20/2025
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 08/20/2025
/s/ Felix J. Baker 08/20/2025
/s/ Julian C. Baker 08/20/2025
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 08/20/2025
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 08/20/2025
** Signature of Reporting Person Date
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions were reported for Madrigal Pharmaceuticals (MDGL)?

The Form 4 reports multiple purchases of Common Stock on 08/18/2025 by 667, L.P. and Baker Brothers Life Sciences, L.P., executed at weighted-average prices between about $353.76 and $372.50 per share.

How many shares of MDGL are shown as beneficially owned after the transactions?

The Form 4 line items show post-transaction beneficial ownership figures in the filings around ~193,000 shares for certain lines and approximately 1.8 million shares in other lines, depending on the line item reported.

Do the filings explain why the Bakers may be deemed to have interest in the shares?

Yes. Footnotes explain indirect pecuniary interests arise from ownership interests in limited partnerships and adviser structures, and that the Adviser has voting and dispositive power over Fund-held securities.

Are there any RSUs or options disclosed in the Form 4?

Footnotes state inclusion of 3,825 shares received from vested RSUs previously granted to Julian C. Baker and Dr. Raymond Cheong; Stock Options and RSUs are referenced in adviser policy disclosures.