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Madrigal Pharmaceuticals GC sells 1,304 shares

Madrigal Pharmaceuticals’ General Counsel Kelley Shannon T reported eight sales totaling 1,304 shares of Common Stock on August 18, 2025, at prices roughly between $358.66 and $376.62 per share.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Madrigal Pharmaceuticals’ General Counsel Kelley Shannon T reported eight sales totaling 1,304 shares of Common Stock on August 18, 2025, at prices roughly between $358.66 and $376.62 per share. After these transactions she directly holds 9,173 shares. Footnotes note that part of the sales covered tax withholding on vesting restricted stock units, at least one sale was under a Rule 10b5-1 trading plan adopted November 7, 2024, and several prices reflect weighted-average ranges.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Transactions appear procedurally compliant; most sales executed under a pre-established 10b5-1 plan, with one automatic sale for tax withholding.

The filing explicitly states one automatic sale to satisfy tax withholding on vested restricted stock units and seven sales under a Rule 10b5-1 trading plan adopted on November 7, 2024. The form reports weighted-average sale prices and discloses that the tax-related sale was automatic and not at the reporting person’s discretion, which aligns with standard compliance practice. No derivative transactions or additional unusual transfers are reported.

TL;DR: Routine insider disposition with clear disclosure; impact on governance is minimal.

The filing provides required disclosure of beneficial ownership changes by an officer (General Counsel). The reductions in holdings are documented with transaction codes and price ranges, and the filer included explanatory footnotes about weighted-average prices and the 10b5-1 plan. There are no indications of unusual timing, option exercises, or related-party transfers in this Form 4.

Insider Kelley Shannon T
Role General Counsel
Sold 1,304 shs ($480K)
Type Security Shares Price Value
Sale Common Stock 458 $358.66 $164K
Sale Common Stock 126 $369.642 $47K
Sale Common Stock 84 $370.06 $31K
Sale Common Stock 84 $371.35 $31K
Sale Common Stock 252 $372.44 $94K
Sale Common Stock 68 $374.1344 $25K
Sale Common Stock 190 $375.7536 $71K
Sale Common Stock 42 $376.62 $16K
Holdings After Transaction: Common Stock — 9,173 shares (Direct)
Footnotes (8)
  1. F1. This sale 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. F2. This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2024.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $369.02 to $369.95, 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.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $371.22 to $371.48, inclusive.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $372.25 to $372.76, inclusive.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $373.77 to $374.36, inclusive.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $375.46 to $376.06, inclusive.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $376.60 to $376.64, inclusive.
Common Stock sold 1,304 shares Aggregate of eight sale transactions on 2025-08-18
Lowest sale price $358.6600 per share Per-share price for one block of Common Stock sold on 2025-08-18
Highest sale price $376.6200 per share Per-share price for one block of Common Stock sold on 2025-08-18
Direct holdings after sales 9,173 shares Common Stock held directly by Kelley Shannon T following reported transactions
Number of sale transactions 8 sales Non-derivative Common Stock sale transactions reported for 2025-08-18
restricted stock units financial
"to cover tax withholding obligations in connection with the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 trading plan regulatory
"This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding obligations financial
"shares sold by the Issuer on behalf of the Reporting Person to cover tax withholding obligations"

FAQ

What did MDGL disclose about General Counsel Kelley Shannon T’s insider transactions?
MADRIGAL PHARMACEUTICALS, INC. disclosed that General Counsel Kelley Shannon T sold 1,304 shares of Common Stock on August 18, 2025, across eight transactions, at prices between roughly $358.66 and $376.62 per share, and now directly holds 9,173 shares.

How many MDGL shares did Kelley Shannon T sell and at what prices?
Kelley Shannon T sold 1,304 shares of Madrigal Common Stock in eight transactions. Reported per-share prices ranged from $358.6600 to $376.6200, with several prices described in footnotes as weighted-average figures over specified trading ranges.

What is Kelley Shannon T’s remaining MDGL shareholding after these sales?
Following the August 18, 2025 transactions, Kelley Shannon T directly holds 9,173 shares of Madrigal Pharmaceuticals Common Stock. This post-transaction balance is explicitly reported as her direct ownership position after the insider sales disclosed in the Form 4.

Were any of Kelley Shannon T’s MDGL share sales tied to tax withholding?
Yes. A footnote states that a portion of the reported sales represents shares sold by Madrigal on her behalf to cover tax withholding obligations in connection with the vesting of restricted stock units, and that this sale was automatic, not at her discretion.

Did the MDGL Form 4 mention a Rule 10b5-1 trading plan for these sales?
A footnote explains that at least one sale was made pursuant to a Rule 10b5-1 trading plan adopted by Kelley Shannon T on November 7, 2024. This indicates some trades were executed under a pre-established, regulator-recognized trading framework.

How many individual sale transactions of MDGL stock were reported in this Form 4?
The Form 4 reports eight non-derivative sale transactions in Madrigal Pharmaceuticals Common Stock on August 18, 2025. Together, these sales total 1,304 shares, with each block having its own reported per-share price and, in several cases, weighted-average pricing footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →
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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*
Kelley Shannon T
(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)
General Counsel
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)
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 08/18/2025 S(1) 458 D $358.66 10,019 D
Common Stock 08/18/2025 S(2) 126 D $369.642(3) 9,893 D
Common Stock 08/18/2025 S(2) 84 D $370.06 9,809 D
Common Stock 08/18/2025 S(2) 84 D $371.35(4) 9,725 D
Common Stock 08/18/2025 S(2) 252 D $372.44(5) 9,473 D
Common Stock 08/18/2025 S(2) 68 D $374.1344(6) 9,405 D
Common Stock 08/18/2025 S(2) 190 D $375.7536(7) 9,215 D
Common Stock 08/18/2025 S(2) 42 D $376.62(8) 9,173 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. This sale 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. This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2024.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $369.02 to $369.95, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $371.22 to $371.48, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $372.25 to $372.76, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $373.77 to $374.36, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $375.46 to $376.06, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $376.60 to $376.64, inclusive.
Remarks:
/s/ Mardi Dier, as Attorney-in-Fact 08/18/2025
** 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.

Source: View Original Filing on SEC EDGAR