Madrigal Pharmaceuticals (MDGL) director discloses option exercise, sales

Rhea-AI Filing Summary

Madrigal Pharmaceuticals director reported several stock transactions dated 12/10/2025. The reporting person exercised a stock option to acquire 18,650 shares of common stock at $15.8 per share, then sold multiple blocks of shares the same day under a Rule 10b5-1 trading plan adopted on September 10, 2025 at weighted-average prices reported between $547.16 and $555.31 per share, plus an additional sale at $555.39 per share.

The reporting person also made a charitable contribution of 5,455 shares of common stock to a donor advised fund. After these transactions, they held 455,589 shares directly and 655,540 shares indirectly through SQN LLC, where the reporting person and a spouse are managing members, with beneficial ownership of those indirect shares disclaimed except to the extent of any 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
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^*

Taub Rebecca

(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)
12/10/2025

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	12/10/2025		M		18,650	A	$15.8	479,694	D
Common Stock	12/10/2025		S(1)		491	D	$547.7567(2)	479,203	D
Common Stock	12/10/2025		S(1)		369	D	$548.5579(3)	478,834	D
Common Stock	12/10/2025		S(1)		486	D	$550.0715(4)	478,348	D
Common Stock	12/10/2025		S(1)		4,723	D	$550.9861(5)	473,625	D
Common Stock	12/10/2025		S(1)		4,410	D	$551.8461(6)	469,215	D
Common Stock	12/10/2025		S(1)		3,857	D	$552.8122(7)	465,358	D
Common Stock	12/10/2025		S(1)		3,087	D	$553.8795(8)	462,271	D
Common Stock	12/10/2025		S(1)		1,027	D	$554.8417(9)	461,244	D
Common Stock	12/10/2025		S(1)		200	D	$555.39	461,044	D
Common Stock	12/10/2025		G(10)		5,455	D	$0	455,589	D
Common Stock								655,540	I	By SQN LLC(11)

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)	$15.8	12/10/2025		M			18,650	(12)	03/02/2027	Common Stock	18,650	$0	18,650	D

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 10, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $547.16 to $548.11, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $548.17 to $549.00, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $549.38 to $550.37, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $550.39 to $551.38, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $551.39 to $552.38, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $552.39 to $553.38, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $553.39 to $554.33, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $554.39 to $555.31, inclusive.

10. The Reporting Person made a charitable contribution of 5,455 shares of common stock of the Issuer to a donor advised fund.

11. The Reporting Person and her spouse are each managing members of SQN, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her 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.

12. The shares underlying this stock option are fully vested and exercisable.

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	12/12/2025
	** 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 transactions did Madrigal Pharmaceuticals (MDGL) report on December 10, 2025?

The reporting person, a director of Madrigal Pharmaceuticals, exercised a stock option for 18,650 shares at $15.8 per share, sold multiple blocks of common stock at weighted-average prices between $547.16 and $555.31 per share plus a sale at $555.39, and made a charitable contribution of 5,455 shares to a donor advised fund.

Was the MDGL directors stock sale made under a Rule 10b5-1 plan?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2025, which is intended to meet the affirmative defense conditions of Rule 10b5-1(c).

How many Madrigal Pharmaceuticals (MDGL) shares does the reporting person hold after these transactions?

Following the reported transactions, the director held 455,589 shares of Madrigal Pharmaceuticals common stock directly and 655,540 shares indirectly through SQN LLC, with beneficial ownership of the indirect shares disclaimed except to the extent of any pecuniary interest.

What stock option did the Madrigal Pharmaceuticals (MDGL) director exercise?

The director exercised a stock option (right to buy) covering 18,650 shares of common stock at an exercise price of $15.8 per share. The filing notes that the shares underlying this stock option are fully vested and exercisable and have an expiration date of 03/02/2027.

Did the Madrigal Pharmaceuticals (MDGL) director make any charitable stock contributions?

Yes. The reporting person made a charitable contribution of 5,455 shares of Madrigal Pharmaceuticals common stock to a donor advised fund, reported as a disposition coded "G" at a price of $0 per share.