
MDGL$399.63▼ 0.1%Madrigal rose to $602.83 and fell back. A fund tied to its chairman bought again
Madrigal's stock fell 8.1% on Nov. 3, the day it reported its first quarterly profit and disclosed a whistleblower suit it disputes. A fund advised by a firm its chairman helps run then bought about $35 million more, filings show.
KeyVex News··5 min readFact-checked against 11 public records
KeyVex News··5 min readFact-checked against 11 public records
MDGL$399.63▼ 0.1%Close, Nov. 6. Prices from Tiingo.The short versionTap to readTap to close
- Madrigal made its first quarterly profit, and sales of its only approved drug rose 50%. Its stock fell 8.1% on Nov. 3. That morning's quarterly report also disclosed a whistleblower suit, which Madrigal disputes.
- Over the next three days, a fund advised by Baker Bros. Advisors bought about $35 million more stock. Madrigal's chairman, Julian Baker, is a managing member of the firm's general partner.
- It paid about what it paid in August 2025, the Baker Bros. funds' last open-market buying. In between, the stock closed as high as $602.83, in December 2025, then gave most of that gain back.
- The $35 million is small beside what the two Baker Bros. funds hold: counting preferred stock and warrants, about 7.3 million shares' worth. Madrigal had 23.2 million common shares outstanding on Oct. 29.
- Next: Madrigal expects to start a second cirrhosis trial of Rezdiffra in the first half of 2027, and results from its first one in late 2027.
The quarter: Madrigal Pharmaceuticals said before the market opened on Nov. 3 that sales of Rezdiffra, its only approved drug, rose 50% from a year earlier, to $431.3 million. It earned $55.4 million, its first quarterly profit.8-K Its quarterly report, filed an hour later, disclosed that a former employee had sued the company on Oct. 9. Madrigal disputes the claims.10-Q The stock fell 8.1% that day, to $396.32.Chart data
The buyer: On Nov. 4 and 6, Baker Brothers Life Sciences, a fund advised by Baker Bros. Advisors, bought 91,806 more shares for about $35 million. It was reported after the close on Nov. 6 in a Form 4, the filing a company's officers, directors and holders of more than 10% of its stock must make after most trades.Form 4 Madrigal's chairman, Julian Baker, is a managing member of the firm's general partner, as is Felix Baker. A Baker Bros. employee, Raymond Cheong, is also a Madrigal director.13D/A
Why it matters: The $35 million is a small part of what the firm's two Madrigal funds hold. Counting preferred stock and warrants, they own about 7.3 million shares' worth, about $2.9 billion at the Nov. 6 close by KeyVex's math.13D/A And the fund paid about what it paid in August 2025, the funds' last open-market buying.Form 4Form 4 The stock went on to close at $602.83 that December, its highest close since at least November 2016, then gave most of the gain back.Chart data
Madrigal's stock and the story's key datesDaily close, July 1, 2025 to Nov. 6, 2026 ▲ 33.1%Show chartHide chart
A record quarter, and a lawsuit in the same filings
Rezdiffra treats MASH, a fatty liver disease, in adults with moderate to advanced liver scarring. Its sales this year passed $1.1 billion.8-K
The lawsuit was filed in federal court in Illinois and claims retaliation under the whistleblower protections of the Sarbanes-Oxley Act. Madrigal's 10-Q describes it this way:10-Q
The Complaint alleges that the plaintiff raised internal concerns about certain Company data and reporting practices prior to their resignation in January 2026 and seeks monetary damages and other relief. The Company disputes the allegations in the Complaint and plans to vigorously defend itself.
Medical Daily, citing STAT, reported that the complaint concerns liver-injury data for Rezdiffra and that Madrigal denies the accusations. None of the claims has been tested in court, Medical Daily noted, and it reported that some analysts tied the Nov. 3 drop to the lawsuit disclosure.Medical Daily It was the third time in 2026 the stock fell sharply on a results day. It closed down 11.1% on Feb. 19, when Madrigal reported its 2025 results, and 9.8% on July 30, when it reported a second-quarter loss.8-K8-KChart data
What the Baker Bros. funds paid, then and now
The two Baker Bros. funds last bought Madrigal on the open market on Aug. 18 and 20, 2025: about $61.9 million of stock, most of it by Baker Brothers Life Sciences.Form 4Form 4 This time Life Sciences alone bought: 15,666 shares on Nov. 4 and 76,140 on Nov. 6. It paid about $381.49 a share on average, against about $373.73 in its August 2025 buying.Form 4 The Form 4 does not indicate a trading plan.Form 4
Baker Bros. also filed an amended Schedule 13D, the report a holder of more than 5% of a company's stock files when it is not a passive investor, and must keep current. It says the funds hold the stock "for investment purposes" and may buy or sell more depending on their assessments, including of "the business prospects of the Issuer." The filings give no other reason for the timing of the purchases.13D/A
More than the 9.99% shows
After the purchases, the funds own 2.23 million common shares, about 9.6% of the 23.2 million Madrigal had outstanding on Oct. 29.13D/A13D/A They also hold prefunded warrants for 2.71 million shares and two series of preferred stock that convert into 1.97 million and 400,000 shares.13D/A
View the data
| Security | Shares of common stock | Note |
|---|---|---|
| Common stock (Counts toward the cap) | 2.23M shares | 2,227,287 shares, including 91,806 bought Nov. 4 and 6 |
| Prefunded warrants (Exercisable only up to 9.99%) | 2.71M shares | 2,705,790 shares at $0.0001 each; 90,417 count toward the 9.99% today |
| Series A preferred (Convertible only up to 4.99%) | 1.97M shares | 1,969,797 shares, 1-for-1, no votes |
| Series B preferred (Convertible only up to 4.99%) | 0.40M shares | 400,000 shares, 1-for-1, no votes |
Each preferred share converts into one common share; each warrant buys one for $0.0001. Source: Baker Bros. Schedule 13D/A, Exhibit 99.1, filed Nov. 6, 2026.
Those securities come with limits. The preferred converts only while the funds would own no more than 4.99% of the common stock, and the warrants only up to 9.99%. As a result, the funds cannot convert any preferred, the filing says. It puts their stake at 9.99%.13D/A The funds can change the Series A cap by notice, and raise the warrants' and Series B caps as high as 19.99%. Any increase takes effect only on the 61st day after they notify Madrigal.13D/A
Also in the filings
This section is not tied to the lead. Madrigal's general counsel, Shannon Kelley, sold 1,077 shares at $400 on Nov. 6. Her Form 4 says the sale was made automatically under a Rule 10b5-1 trading plan, a schedule set in advance, that she adopted on July 31, 2026. Her Form 144, a notice of a planned sale, lists shares from restricted stock units.Form 4Form 144
The paper trail
The filings this story relies on, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Aug. 20, 2025, 6:09 p.m. | 4 | Baker Bros. funds | Bought shares on Aug. 18, 2025, at weighted averages of $353.88 to $372.16. |
| Aug. 20, 2025, 6:12 p.m. | 4 | Baker Bros. funds | Bought shares on Aug. 18 and 20, 2025, at weighted averages of $372.87 to $392.24. |
| Nov. 3, 8:08 a.m. | 8-K | Madrigal | Third-quarter results: Rezdiffra sales of $431.3 million, net income of $55.4 million. |
| Nov. 3, 9:10 a.m. | 10-Q | Madrigal | Discloses the Oct. 9 whistleblower complaint; the company disputes it. |
| Nov. 6, 4:36 p.m. | 4 | Shannon Kelley | Sold 1,077 shares at $400 under a trading plan adopted July 31, 2026. |
| Nov. 6, 5:30 p.m. | 4 | Baker Bros. funds | Baker Brothers Life Sciences bought 91,806 shares on Nov. 4 and 6. |
| Nov. 6, 6:15 p.m. | 13D/A | Baker Bros. Advisors | Amendment No. 5: 9.99% beneficial ownership; holdings of common, preferred and warrants. |
What to watch
Madrigal expects to start MAESTRO-CSPH, a second outcomes trial in cirrhosis, subject to regulatory discussions.
Madrigal expects data from MAESTRO-NASH OUTCOMES, its trial of Rezdiffra in compensated cirrhosis.
Sources
14 sources, 11 of them public records
Public records
- Madrigal Pharmaceuticals, Form 8-K, Exhibit 99.1: third-quarter 2026 resultsSEC EDGAR · Nov. 3, 2026
- Madrigal Pharmaceuticals, Form 10-Q for the quarter ended Sept. 30, 2026SEC EDGAR · Nov. 3, 2026
- Form 4, Baker Bros. Advisors LP and related reporting personsSEC EDGAR · Nov. 6, 2026
- Schedule 13D, Amendment No. 5, Baker Bros. Advisors LPSEC EDGAR · Nov. 6, 2026
- Schedule 13D/A, Exhibit 99.1: holdings by the funds in securities of the issuerSEC EDGAR · Nov. 6, 2026
- Form 4, Baker Bros. Advisors LP and related reporting personsSEC EDGAR · Aug. 20, 2025
- Form 4, Baker Bros. Advisors LP and related reporting personsSEC EDGAR · Aug. 20, 2025
- Madrigal Pharmaceuticals, Form 8-K, Exhibit 99.1: fourth-quarter and full-year 2025 resultsSEC EDGAR · Feb. 19, 2026
- Madrigal Pharmaceuticals, Form 8-K, Exhibit 99.1: second-quarter 2026 resultsSEC EDGAR · July 30, 2026
- Form 4, Shannon T. KelleySEC EDGAR · Nov. 6, 2026
- Form 144, Shannon KelleySEC EDGAR · Nov. 6, 2026
Reporting
- Report on the whistleblower lawsuit against MadrigalMedical Daily · Nov. 6, 2026
Data
- End-of-day prices for MDGL, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Nov. 6, 2026
- KeyVex insider transactions for MDGL, open-market purchases since 2006KeyVex · through Nov. 6, 2026
How we got these numbers
- Prices are end-of-day closes as traded. Daily moves are close to close. The Nasdaq 100 and S&P 500 lines follow QQQ and SPY, also as traded, rebased to Madrigal's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Madrigal page, a selection of filings, not every filing, and not only those tied to this story. "Highest close since at least November 2016" covers the ten years of closes in the chart's data.
- Purchase amounts are shares times the weighted average price reported on each Form 4 line, summed: 91,806 shares for $35,023,032 in November 2026 and 165,683 shares for $61,921,024 in August 2025. Each Form 4 line is a weighted average of several trades within a narrow range given in its footnotes.
- "Last open-market purchases" rests on KeyVex's record of every Madrigal Form 4 open-market purchase since 2006: the Baker Bros. funds' rows before November 2026 end in August 2025.
- The value of the funds' position, about $2.9 billion, is KeyVex's math: 7,302,874 shares of common stock, preferred and warrants from the 13D/A's Exhibit 99.1, times the $399.63 close on Nov. 6. It treats each preferred share and warrant as one common share, as their terms do, and ignores the $0.0001 warrant price.
- The common stake, about 9.6%, is 2,227,287 shares over the 23,229,561 shares outstanding on Oct. 29, 2026, as the 13D/A gives them. The 13D/A's 9.99% also counts warrants exercisable up to the cap, directors' options and shares from directors' vested restricted stock units.




