Form 4: Madrigal Director Exercises Options, Sells Shares

Madrigal Pharmaceuticals Director Paul A. Friedman exercised stock options and subsequently sold 24,800 shares of common stock under a pre-arranged 10b5-1 trading plan.

Summary

• Paul A. Friedman, a Director of Madrigal Pharmaceuticals, Inc. (MDGL), engaged in transactions involving the company's common stock.
• On December 10, 2025, Friedman exercised stock options to acquire 24,800 shares of common stock at an exercise price of $15.8 per share.
• Concurrently, Friedman sold 24,800 shares of common stock in multiple transactions at weighted average prices ranging from $547.17 to $555.31.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on September 10, 2025.
• Following these transactions, Friedman directly beneficially owns 187,164 shares of common stock.
• Additionally, Friedman indirectly beneficially owns 655,540 shares through SQN LLC, where he and his spouse are managing members, though he disclaims beneficial ownership except for his pecuniary interest.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, these transactions were conducted under a pre-arranged 10b5-1 plan, which mitigates concerns about opportunistic trading based on non-public information. It represents a routine management of equity compensation.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned, rather than reactive, sale.

Negatives

• A director selling a significant number of shares (24,800) could be perceived negatively by some investors, even if pre-planned.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request.

Industry Context

This Form 4 filing details routine insider transactions for a director of a pharmaceutical company. Such transactions are common for executives and directors managing their equity compensation and personal portfolios, often through pre-arranged plans to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• This filing is a standard disclosure of insider trading activity, common across all industries, including biotechnology and pharmaceuticals. The use of a Rule 10b5-1 plan aligns with best practices for corporate insiders to manage their equity holdings while adhering to SEC regulations, similar to practices observed at companies like Pfizer, Merck, or Johnson & Johnson.

Related Party Transactions

• Paul A. Friedman and his spouse are managing members of SQN LLC, which indirectly holds 655,540 shares of Madrigal Pharmaceuticals common stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The sale of shares by a director could be interpreted in various ways, but the 10b5-1 plan context suggests it's not based on new negative information. It's a routine disclosure for transparency.

Key Dates

Keywords

Madrigal Pharmaceuticals, MDGL, Form 4, Insider Trading, Stock Options, Paul A. Friedman, 10b5-1 Plan, Director Transactions, Biotechnology, Pharmaceuticals