Form 4: Madrigal General Counsel Sells Shares

Madrigal Pharmaceuticals' General Counsel, Shannon T. Kelley, sold 1,304 shares on August 18, 2025, primarily through a pre-arranged 10b5-1 trading plan and for tax obligations.

Summary

• Shannon T. Kelley, General Counsel of Madrigal Pharmaceuticals, Inc. (MDGL), reported the sale of 1,304 shares of common stock on August 18, 2025.
• A total of 458 shares were sold at $358.66 to cover tax withholding obligations related to the vesting of restricted stock units; this sale was automatic and not at the discretion of the reporting person.
• An additional 846 shares were sold in multiple transactions at weighted average prices ranging from $369.02 to $376.64.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 7, 2024.
• Following these transactions, Shannon T. Kelley beneficially owns 9,173 shares of common stock directly.

Sentiment

Score: 5

Explanation: The sales were either mandatory for tax withholding or executed under a pre-arranged 10b5-1 trading plan, indicating they were not discretionary and do not signal a change in management's sentiment regarding the company's prospects. This is a neutral event.

Future Outlook

No forward-looking statements or guidance were provided in this filing.

Industry Context

This filing is an insider transaction report and does not provide broader industry context or trends.

Related Party Transactions

• Shannon T. Kelley, General Counsel, sold 458 shares of common stock at $358.66 to cover tax withholding obligations related to the vesting of restricted stock units.
• Shannon T. Kelley sold an additional 846 shares of common stock in multiple transactions at weighted average prices ranging from $369.02 to $376.64, pursuant to a Rule 10b5-1 trading plan.

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but the nature of the sales (tax withholding, 10b5-1 plan) suggests no negative implications for company performance or outlook.

Key Dates

Recommendation

The reported sales by the General Counsel were either mandatory for tax withholding or executed under a pre-arranged 10b5-1 trading plan. These types of insider sales are generally not indicative of a change in management's outlook on the company's prospects and are considered routine. Therefore, the filing does not provide new information that would warrant a change in investment recommendation.

Keywords

Madrigal Pharmaceuticals, MDGL, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, General Counsel, Shannon T. Kelley