Madrigal Insider Sale: Director Sells 10,000 Shares After Exercise

Rhea-AI Filing Summary

Kenneth Bate, a director of Madrigal Pharmaceuticals, filed a Form 4 reporting transactions on 08/15/2025. The filing shows an acquisition of 10,000 common shares at a price of $16.46, and contemporaneous sales totaling 10,000 shares in multiple transactions at weighted-average prices ranging from about $362.87 to $368.98. Following these trades, the reporting person’s direct beneficial ownership moved from 12,627 shares immediately after the acquisition to 2,627 shares after the sales. The Form also discloses a stock option with a $16.46 exercise price covering 10,000 underlying shares, which the filer states are fully vested and exercisable.

Insights

Securities Analyst

TL;DR: Director exercised vested option and sold the acquired 10,000 shares in multiple high-price transactions, leaving a net reduction in holdings.

The pattern shows an exercise/acquisition of 10,000 shares at $16.46 followed by immediate sales of that same 10,000-share block at weighted-average prices in the mid-$360s. This resulted in direct ownership falling to 2,627 shares. For investors, the trades are significant as they represent a large insider liquidity event executed at prices far above the exercise price. The filing is specific and includes weighted-average sale price ranges for transparency.

Corporate Governance Expert

TL;DR: Insider exercised vested options and executed large, staged sales; disclosure appears complete and contemporaneous.

The Form 4 discloses both the derivative (option) and non-derivative (stock) transactions and provides explanatory footnotes with price ranges for multiple sale tranches. The note that the underlying option shares are fully vested is material to understanding the source of shares sold. From a governance perspective the filing meets Section 16 transparency requirements and clarifies that sales were executed in multiple transactions with weighted-average pricing provided.

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

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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).

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^*

BATE KENNETH

(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)
08/15/2025

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	08/15/2025		M		10,000	A	$16.46	12,627	D
Common Stock	08/15/2025		S		2,317	D	$363.4072(1)	10,310	D
Common Stock	08/15/2025		S		2,516	D	$364.2399(2)	7,794	D
Common Stock	08/15/2025		S		2,567	D	$365.3264(3)	5,227	D
Common Stock	08/15/2025		S		600	D	$366.1383(4)	4,627	D
Common Stock	08/15/2025		S		1,104	D	$367.6311(5)	3,523	D
Common Stock	08/15/2025		S		896	D	$368.5557(6)	2,627	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
Stock Option (Right to Buy)	$16.46	08/15/2025		M			10,000	(7)	06/29/2027	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $362.87 to $363.86, 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $363.88 to $364.87, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $364.91 to $365.77, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $366.00 to $366.22, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $367.115 to $368.05, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.13 to $368.98, inclusive.

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

Remarks:

	/s/ Mardi Dier, as Attorney-in-Fact	08/15/2025
	** Signature of Reporting Person	Date
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