Form 4: Madrigal CFO Executes Pre-Planned Option Exercise & Sale

Mardi Dier, Madrigal Pharmaceuticals' EVP and CFO, exercised stock options and sold an equivalent number of shares under a Rule 10b5-1 trading plan.

Summary

• Mardi Dier, Executive Vice President and Chief Financial Officer of Madrigal Pharmaceuticals, Inc. (MDGL), engaged in transactions on December 2, 2025.
• Dier exercised 4,173 stock options at an exercise price of $251.63 per share.
• Concurrently, 4,173 shares of common stock were sold in multiple transactions.
• The sales were executed at weighted average prices ranging from $570.386 to $596.185 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan, which was adopted on September 2, 2025.
• Following these transactions, Mardi Dier's direct beneficial ownership of common stock stands at 10,440 shares.
• The number of beneficially owned stock options decreased by 4,173, resulting in 9,180 options remaining.

Sentiment

Score: 5

Explanation: The transactions represent a routine exercise of vested stock options and subsequent sale of an equivalent number of shares under a pre-arranged 10b5-1 trading plan. This is a common practice for executives to realize compensation and manage personal finances, rather than a discretionary signal about the company's future prospects.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a non-discretionary sale not based on recent material non-public information.
• The sale prices for the common stock (ranging from $570.386 to $596.185) are significantly higher than the option exercise price ($251.63), indicating a substantial profit realization for the reporting person.

Negatives

• The total number of stock options held by a key executive (EVP and CFO) decreased by 4,173, reducing their potential future equity exposure.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

This filing details a routine executive compensation transaction and does not provide information related to broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: No direct impact on company operations or strategy. The sale is a personal financial transaction by an executive.
• Executive (Mardi Dier): Realized significant profit from the exercise of options and subsequent sale of shares, while reducing personal equity exposure to the company.

Key Dates

Recommendation

The filing details a routine insider transaction (option exercise and sale under a 10b5-1 plan) by the EVP and CFO. Such pre-scheduled sales are generally not considered a strong signal for future stock performance, as they are often for personal financial planning or tax purposes rather than a reflection of the executive's current outlook on the company. The company's fundamentals and broader market conditions would be more relevant for a buy/sell decision.

Keywords

Madrigal Pharmaceuticals, MDGL, insider trading, Form 4, stock options, executive compensation, Rule 10b5-1, Mardi Dier, CFO