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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001193125-16-666367 0001236927 XXXXXXXX LIVE 2 Common Stock, Par Value $0.0001 Per Share 12/10/2025 false 0001157601 558868105 MADRIGAL PHARMACEUTICALS, INC. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken PA 19428 Paul A. Friedman, M.D. (267) 824-2827 c/o Madrigal Pharmaceuticals, Inc. 4 Tower Bridge, 200 Barr Harbor Dr, #200 West Conshohocken PA 19428 Shannon Kelley, EVP and CLO (267) 824-2827 Madrigal Pharmaceuticals, Inc. 4 Tower Bridge, 200 Barr Harbor Dr, #200 West Conshohocken PA 19428 0001236927 N Paul A Friedman, M.D. PF N X1 1159291.00 655540.00 1159291.00 655540.00 1814831.00 N 7.8 IN (1) The amount reported in rows 7, 9 and 11 includes (i) 165,115 shares of Common Stock held of record by the Reporting Person, (ii) 291,530 shares of Common Stock subject to stock options that are exercisable within 60 days of December 10, 2025, (iii) 6,667 shares of Common Stock subject to restricted stock units that vest within 60 days of December 10, 2025, (iv) 436,868 shares of Common Stock held of record by the Reporting Person's spouse, (v) 252,665 shares of Common Stock subject to stock options held by the Reporting Person's spouse that are exercisable within 60 days of December 10, 2025 and (vi) 6,446 shares of Common Stock subject to restricted stock units held by the Reporting Person's spouse that vest within 60 days of December 10, 2025. (2) The amount reported in rows 8, 10 and 11 includes shares of Common Stock held of record by SQN, LLC. The Reporting Person is a managing member of SQN and may be deemed to share voting and investment power over Common Stock that is owned by SQN. Common Stock, Par Value $0.0001 Per Share MADRIGAL PHARMACEUTICALS, INC. Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken PA 19428 This Amendment No. 2 ("Amendment No. 2") amends the Statement on Schedule 13D filed with the SEC on August 1, 2016, as amended on October 17, 2019 (the "Original Statement"), which relates to shares of common stock, par value $0.0001 per share ("Common Stock"), of Madrigal Pharmaceuticals, Inc., a Delaware corporation with a class of securities registered under Section 12 of the 1934 Act (the "Issuer"). The principal executive offices of the Issuer are located at 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania, 19428. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Except as otherwise described herein, the information contained in the Original Statement remains in effect. Capitalized terms used but not defined in this Amendment No. 2 shall have the respective meanings set forth with respect thereto in the Original Statement. No changes, except as set forth below. The present principal occupation of Dr. Friedman is a member of the Board of Directors of Madrigal Pharmaceuticals, Inc. No changes, except as set forth below. Each of Dr. Friedman and his spouse has received stock options, restricted stock and restricted stock unit awards from the Issuer in connection with their service as an officer and/or a member of the Board of Directors of the Issuer. In addition to the shares listed as beneficially owned in the table above, (i) Dr. Friedman holds options to purchase an aggregate of 5,665 shares that are not exercisable within 60 days of December 10, 2025 and 7,382 restricted stock units that will not vest within 60 days of December 10, 2025 (and therefore are not deemed to be beneficially owned as of the date of this filing), and (ii) his spouse holds options to purchase an aggregate of 15,584 shares that are not exercisable within 60 days of December 10, 2025, 12,275 restricted stock units that will not vest within 60 days of December 10, 2025 and 10,168 shares of Common Stock subject to performance-based restricted stock units that will not vest within 60 days of December 10, 2025 (and therefore are not deemed to be beneficially owned as of the date of this filing). These equity awards were granted as compensation for their service as an officer and/or a member of the Board of Directors of the Issuer. In addition, pursuant to the Issuer's compensation policies and practices, Dr. Friedman and his spouse may receive additional future equity compensation in the form of stock options and/or restricted stock unit awards in connection with their service as members of the Board of Directors of the Issuer, or, in the case of his spouse, as an employee of the Issuer. Except as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Dr. Friedman and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. The Original Statement inadvertently excluded shares beneficially owned by Dr. Friedman's spouse. Dr. Friedman disclaims beneficial ownership of Common Stock owned by SQN, LLC and his spouse. No changes, except that the Reporting Person no longer serves as Chairman of the Board and Chief Executive Officer of the Issuer; the Reporting Person continues to serve as a member of the Board of Directors of the Issuer. The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is based on 22,711,420 shares of Common Stock outstanding as of October 30, 2025, as reported in the Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025 by the Issuer, and is set forth in boxes 11 and 13 of the second part of the cover page to this Statement, and such information is incorporated herein by reference. The amounts of Common Stock as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Statement, and such information is incorporated herein by reference. The Reporting Person has not effected any transactions related to the Common Stock during the past 60 days, except for the dispositions set forth in Annex I of this Schedule 13D (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of the Act): Annex I Information With Respect to Transactions of Common Stock Reporting Person Date of Number Type of Price Per Where and Who Effected The Transaction of Shares Security Share* How Transaction Transaction Was Effected Paul A. Friedman 12/10/2025 24,800 Common $552.1838 Open market Stock sale on NASDAQ Spouse 12/10/2025 18,650 Common $552.1487 Open market Stock sale on NASDAQ Spouse 12/10/2025 5,455 Common NA Charitable Stock Gift *The price reported is a weighted average price for shares sold in multiple transactions on the same date. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price in such range. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities covered by this Schedule 13D. Not applicable. The information in Item 3 is incorporated by reference herein. Paul A Friedman, M.D. /s/ Paul A. Friedman, M.D. Paul A. Friedman, M.D. 12/12/2025