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

Rhea-AI Filing Summary

Madrigal Pharmaceuticals General Counsel Kelley Shannon T reported multiple sales of common stock on 08/18/2025. The Form 4 shows a series of dispositions across eight reported transactions, including a 458-share sale to cover tax withholding related to RSU vesting and seven sales executed under a Rule 10b5-1 trading plan adopted November 7, 2024. Reported weighted-average prices for the 10b5-1 sales range roughly from $369.02 to $376.64 per share. Following these transactions the reporting person’s beneficial ownership declined from 10,019 shares to 9,173 shares.

Positive

• Sales executed under a Rule 10b5-1 trading plan (adopted November 7, 2024), indicating pre-specified transactions rather than opportunistic trading
• Automatic sale to cover tax withholding for RSU vesting is disclosed, showing transparency about the nature of that disposition
• Weighted-average prices and price ranges are provided in footnotes, offering detail on execution

Negative

• Beneficial ownership decreased from 10,019 shares to 9,173 shares following the reported transactions

Insights

Insider Trading / Compliance Specialist

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.

Corporate Governance Expert

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.

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
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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.

FAQ

What did Kelley Shannon T sell in the MDGL Form 4 filed 08/18/2025?

The reporting person sold multiple lots of common stock on 08/18/2025, including a 458-share automatic sale for tax withholding and seven additional sales under a 10b5-1 plan.

Were the sales by the MDGL reporting person part of a 10b5-1 plan?

Yes. The Form 4 states seven of the sales were executed pursuant to a Rule 10b5-1 trading plan adopted on November 7, 2024.

How did these transactions affect the reporting person's holdings in MDGL?

Beneficial ownership declined from 10,019 shares before the transactions to 9,173 shares after the transactions.

What prices were the MDGL shares sold at according to the Form 4?

The filing reports weighted-average prices and ranges for the sales, with 10b5-1 sale price ranges roughly between $369.02 and $376.64 per share across the reported lots.

Was any of the sale discretionary by the reporting person?

No. The Form 4 specifies the tax-withholding sale was automatic and not at the reporting person’s discretion; the other sales were executed under the 10b5-1 plan.