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MDGL Form 4: Director option exercises and same-day 10b5-1 share sales

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

Rhea-AI Filing Summary

Madrigal Pharmaceuticals (MDGL) reported insider activity by a director on 11/13/2025. The filing shows two option exercises and subsequent open‑market sales executed under a Rule 10b5‑1 trading plan adopted on August 14, 2025.

The director exercised stock options for 2,500 shares at an exercise price of $7.36 and 6,000 shares at $16.46. Following the exercises, multiple sales occurred the same day across several tranches at weighted average prices, with disclosed ranges from $514.03 to $528.94 per share. After these transactions, the filing lists 21,197 shares of common stock beneficially owned on a direct basis.

The option entries indicate the underlying shares were fully vested and exercisable. Price footnotes state each reported sale price is a weighted average, with full trade‑level details available upon request.

Positive

  • None.

Negative

  • None.
Insider Levy Richard S
Role Director
Sold 8,500 shs ($4.43M)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 2,500 $0.00 --
Exercise Stock Option (Right to Buy) 6,000 $0.00 --
Exercise Common Stock 2,500 $7.36 $18K
Exercise Common Stock 6,000 $16.46 $99K
Sale Common Stock 146 $514.674 $75K
Sale Common Stock 919 $515.6433 $474K
Sale Common Stock 645 $517.5131 $334K
Sale Common Stock 835 $518.5319 $433K
Sale Common Stock 1,355 $519.6654 $704K
Sale Common Stock 308 $520.6798 $160K
Sale Common Stock 1,094 $521.7877 $571K
Sale Common Stock 1,434 $522.7037 $750K
Sale Common Stock 811 $523.6589 $425K
Sale Common Stock 153 $524.4905 $80K
Sale Common Stock 120 $526.683 $63K
Sale Common Stock 200 $527.8484 $106K
Sale Common Stock 440 $528.6036 $233K
Sale Common Stock 40 $530.21 $21K
Holdings After Transaction: Stock Option (Right to Buy) — 2,500 shares (Direct); Common Stock — 23,697 shares (Direct)
Footnotes (1)
  1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $514.03 to $514.96, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $515.19 to $516.10, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $517.15 to $518.10, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $518.155 to $519.04, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $519.18 to $520.15, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $520.21 to $521.18, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $521.22 to $522.21, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $522.30 to $523.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $523.31 to $524.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $524.31 to $524.71, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $526.17 to $527.09, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $527.17 to $528.15, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $528.18 to $528.94, inclusive. The shares underlying this option are fully vested and exercisable.
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).
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*
Levy Richard S
(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)
11/13/2025
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 11/13/2025 M 2,500 A $7.36 23,697 D
Common Stock 11/13/2025 M 6,000 A $16.46 29,697 D
Common Stock 11/13/2025 S(1) 146 D $514.674(2) 29,551 D
Common Stock 11/13/2025 S(1) 919 D $515.6433(3) 28,632 D
Common Stock 11/13/2025 S(1) 645 D $517.5131(4) 27,987 D
Common Stock 11/13/2025 S(1) 835 D $518.5319(5) 27,152 D
Common Stock 11/13/2025 S(1) 1,355 D $519.6654(6) 25,797 D
Common Stock 11/13/2025 S(1) 308 D $520.6798(7) 25,489 D
Common Stock 11/13/2025 S(1) 1,094 D $521.7877(8) 24,395 D
Common Stock 11/13/2025 S(1) 1,434 D $522.7037(9) 22,961 D
Common Stock 11/13/2025 S(1) 811 D $523.6589(10) 22,150 D
Common Stock 11/13/2025 S(1) 153 D $524.4905(11) 21,997 D
Common Stock 11/13/2025 S(1) 120 D $526.683(12) 21,877 D
Common Stock 11/13/2025 S(1) 200 D $527.8484(13) 21,677 D
Common Stock 11/13/2025 S(1) 440 D $528.6036(14) 21,237 D
Common Stock 11/13/2025 S(1) 40 D $530.21 21,197 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) $7.36 11/13/2025 M 2,500 (15) 08/11/2026 Common Stock 2,500 $0 2,500 D
Stock Option (Right to Buy) $16.46 11/13/2025 M 6,000 (15) 06/29/2027 Common Stock 6,000 $0 4,000 D
Explanation of Responses:
1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $514.03 to $514.96, 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 $515.19 to $516.10, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $517.15 to $518.10, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $518.155 to $519.04, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $519.18 to $520.15, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $520.21 to $521.18, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $521.22 to $522.21, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $522.30 to $523.29, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $523.31 to $524.29, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $524.31 to $524.71, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $526.17 to $527.09, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $527.17 to $528.15, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $528.18 to $528.94, inclusive.
15. The shares underlying this option are fully vested and exercisable.
Remarks:
/s/ Mardi Dier, as Attorney-in-Fact 11/14/2025
** 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

FAQ

What insider transaction did MDGL report?

A director exercised stock options and sold common shares on 11/13/2025 under a Rule 10b5-1 plan.

How many options were exercised by the MDGL director?

Options for 2,500 shares at $7.36 and 6,000 shares at $16.46 were exercised.

What were the sale price ranges for MDGL shares?

Weighted average sale prices were reported in ranges from $514.03 to $528.94 per share.

What is the director’s beneficial ownership after the transactions?

The filing reports 21,197 MDGL common shares beneficially owned directly after the transactions.

Was a Rule 10b5-1 plan used for these trades?

Yes. The sales were made pursuant to a Rule 10b5-1 plan adopted on August 14, 2025.

Were the options fully vested at exercise?

Yes. The filing notes the shares underlying the options are fully vested and exercisable.

What transaction codes were reported?

Option exercises were coded M; sales were coded S with weighted average prices provided.