MADRIGAL PHARMACEUTICALS, INC.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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Sep 30, 2025 · Filed Nov 4, 2025
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Item 5. Other Information
Director and Executive Officer 10b5-1 Plans
Our policy governing transactions in our securities by our directors, officers and employees permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. The following table describes the written plans for the sale of our securities that were adopted by our executive officers and directors during the quarter ended September 30, 2025. Each plan was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each a “Trading Plan”).
| Name and Title | Action Taken (Date) | Scheduled Start Date of Trading Plan | Scheduled Expiration Date of Trading Plan | Maximum Number of Shares Subject to Trading Plan |
|---|---|---|---|---|
| Mardi Dier, Chief Financial Officer | Adoption (September 02, 2025) | 12/2/2025 | 12/31/2026 | 7,337(1) |
| Richard Levy, M.D., Director | Adoption (August 14, 2025) | 11/13/2025 | 12/31/2026 | 16,682 |
| Paul Friedman, M.D., Director | Adoption (September 10, 2025) | 12/10/2025 | 2/28/2027 | 49,600 |
| Rebecca Taub, M.D., Senior Scientific and Medical Advisor and Director | Adoption (September 10, 2025) | 12/10/2025 | 2/28/2027 | 37,300 |
(1) This Trading Plan provides for the sale of shares to be received upon future vesting of certain outstanding restricted stock unit awards, net of any shares sold to satisfy applicable taxes. The number of shares to be sold to satisfy taxes, and thus the exact number of shares to be sold pursuant to this Trading Plan, can only be determined upon the occurrence of future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be sold to satisfy tax obligations.
Director Resignation
On November 3, 2025, Kenneth Bate provided notice of his resignation from our Board of Directors (the “Board”), effective as of December 10, 2025. Mr. Bate’s resignation was not due to any disagreement on any matter relating to our operations, policies or practices. The Board is grateful to Mr. Bate for his years of service and significant contributions to the Board and the Company.
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