Common Stock

The exercise and/or sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on March 13, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.99 to $135.98, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.9959 to $136.99, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.9979 to $137.90, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person for the benefit of the reporting person's children on March 13, 2025.

These shares are held in a trust for the benefit of a Child of the reporting person for which the reporting person serves as co-trustee.  The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares.

The sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into on March 13, 2025 by the reporting person's 501(c) Foundation, for which the reporting person and his spouse serve as co-trustee.

These shares are held by a 501(c) Foundation for which the reporting person and his spouse serve as co-trustee.

Reporting person's spouse is the trustee of the Jennifer Duda Annuity Trusts.

Reporting person is the trustee of the Kenneth Duda Annuity Trusts.

These shares are held by a family trust for which the reporting person is co-trustee.

1/60th of the shares subject to the option vested and became exercisable on April 1, 2017 and 1/60th of the shares subject to the option shall vested monthly thereafter.

By: Isabelle Bertin-Bailly, Attorney-in-Fact For: Kenneth Duda


The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.19 to $4.42 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person


Common Stock

Stock Award pursuant to issuer's 2019 Stock and Incentive Compensation Plan.

Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded pursuant to issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock.

These units will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

/s/ Wednesday Shipp as Attorney-in-Fact for Sundar G. Raman


The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 10, 2024.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.32 to $4.52 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.


Common Stock

Common Stock

Common Stock

These are shares owned directly by Joseph Stilwell.

This Form 4 reports the following sales: on August 18, 2025 (a) Stilwell Activist Investments, L.P. ("SAI") sold 23,779 shares at $13.95, and 18,835 shares at $14.1631; (b) Stilwell Activist Fund, L.P. ("SAF") sold 4,098 shares at $13.95, and 3,184 shares at $14.1631; and (c) Stilwell Value Partners VII, L.P. ("SVP VII") sold 12,123 shares at $13.95, and 9,410 shares at $14,1631.

These are shares owned directly by SAI and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.

These are shares owned directly by SAF and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.

These are shares owned directly by SVP VII and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.

These are shares owned directly by Stilwell Associates, L.P. ("Associates") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of Associates. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.

The shares of Class D Preferred Stock of Kingsway Financial Services Inc. (the "Company") have a stated value of $25 per share and are convertible at any time into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class D Preferred Stock, subject to customary adjustments. All outstanding shares of Class D Preferred Stock shall be redeemed by the Company on May 7, 2032.

The shares of Class C Preferred Stock of the Company have a stated value of $25 per share and are convertible at any time into shares of Common Stock at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class C Preferred Stock, subject to customary adjustments. All outstanding shares of Class C Preferred Stock shall be redeemed by the Company on February 12, 2032.


The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2024.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.32 to $4.49 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.


Common Stock

Stock award pursuant to issuer's 2019 Stock and Incentive Compensation Plan.

Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

Shares sold to cover taxes on Stock Award.

Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded pursuant to issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock.

These units will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

/s/ Wednesday Shipp, as Attorney-in-fact for Balaji Purushothaman


These transactions were entered into by the reporting person for estate planning purposes.

The sale price reported is the weighted average sale price for the number of shares of common stock sold.  These shares were sold in multiple transactions at prices ranging from $20.93 to $21.16, inclusive.  Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

The sale price reported is the weighted average sale price for the number of shares of common stock sold.  These shares were sold in multiple transactions at prices ranging from $21.51 to $21.72 inclusive.  Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

The sale price reported is the weighted average sale price for the number of shares of common stock sold.  These shares were sold in multiple transactions at prices ranging from $21.21 to $21.615, inclusive.  Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

Represents shares held by trust for the benefit of the reporting person's child.  The reporting person's spouse is the trustee of the trust.  The reporting person has no pecuniary interest or investment control over these shares.

/s/ Joe Negron, as Attorney-in-Fact for George C. Zoley


Common Stock

Stock Award pursuant to issuer's 2019 Stock and Incentive Compensation Plan.

/s/ Wednesday Shipp, attorney-in-fact for Marc S. Pritchard


Common Stock

/s/ Wednesday Shipp, Attorney-In-Fact for Jon R. Moeller


Class A Common Stock

Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A common stock") of TPG Inc. 25% of the RSUs will vest on each of July 15, 2026, 2027, 2028 and 2029, subject to the Reporting Person's continuous service through the vesting date.

Represents an award of performance stock units ("PRSUs"). Each PRSU represents a contingent right to receive one share of Class A common stock when both service and performance conditions are satisfied. 20% of the PRSUs service-vest on each of July 15, 2026, 2027, 2028, 2029 and 2030, subject to the Reporting Person's continuous service through the vesting date. 25% of each service-vesting tranche of the PRSUs are eligible to be earned and performance vest following achievement of each of the following Class A common stock prices: $90.98 (the "1.5x PRSUs"), $101.29, $110.99 and $121.30 (each, a "Market Price Performance Hurdle"), which represent a premium of 150%, 167%, 183% and 200% of the closing price of a share of Class A common stock on the date of grant. The Market Price Performance Hurdle for the 1.5x PRSUs must be achieved by July 15, 2030 to performance vest, and the Market Price Performance Hurdle for the other PRSUs must be achieved by July 15, 2031 to performance vest.

Because of the relationship between the Reporting Person and the entities holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.

(5) Jennifer L. Chu is signing on behalf of Mr. Coulter pursuant to the power of attorney dated August 16, 2025, which is attached hereto as an exhibit.

Exhibit 24.1 - Power of Attorney.

/s/ Jennifer L. Chu, as attorney-in-fact (5)


Common Stock

/s/ Wednesday Shipp, attorney-in-fact for R. Alexandra Keith


Common Stock

/s/ Wednesday Shipp, attorney-in-fact for Shailesh Jejurikar


By: /s/ Eric Verity Attorney In Fact For: Doug Bailey


/s/ Wednesday Shipp, attorney-in-fact for Mr. Janzaruk


Common Stock

/s/ Wednesday Shipp, attorney-in-fact for Ma. Fatima Francisco


Common Stock

/s/ Wednesday Shipp, attorney-in-fact for Jennifer L. Davis


Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of restricted stock units ("RSUs") granted by the Issuer to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.13 to $7.315 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.


The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.125 to $7.32 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.


The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.125 to $7.315 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.


Stock transfer by the reporting person to an entity or entities in which the reporting person retains investment power over such shares.

Includes 160 shares held by certain immediate family members of the reporting person for which the reporting person disclaims beneficial ownership except as to the reporting person's indirect pecuniary interest therein, if any. The remaining shares are held by an entity or entities in which the reporting person retains investment power over such shares.


PIONEER MUNICIPAL HIGH INCOME FUND, INC.

The 500 Variable Rate MuniFund Term Preferred Shares, Series 2021, (VMTP Shares) reported as disposed of in Table I represent shares that were beneficially owned by Banc of America Preferred Funding Corporation (BAPFC). The 500 VMTP Shares held by BAPFC were redeemed by the Issuer on August 18, 2025, as described in the Notice of Intention to Redeem Securities, N-23C-2, filed by Pioneer Municipal High Income Fund with the SEC on July 17, 2025, for a redemption price of the liquidation preference and accumulated but unpaid dividends. BAPFC is a wholly owned subsidiary of Bank of America Corporation.

This statement is jointly filed by Bank of America Corporation and PFC. Bank of America Corporation held an indirect interest in the securities listed in Table I by virtue of its indirect ownership of PFC.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.


The transaction(s) reported on this Form 4 was/were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 21, 2025.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.17 to $2.25, inclusive. The Reporting Person will provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

/s/ Benjamin G. Jackson, Attorney-in-fact


This transaction was executed pursuant to a trading plan entered into by the Reporting Person on May 19, 2025, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Reporting Person's title is VP, Controller and Chief Accounting Officer

/s/ Corey Dufresne, Attorney-in-Fact for Maria G. Freve


Common Stock

Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the RSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the RSU vesting event.

Includes 1,362 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

The original RSU grant was for 12,238 shares on 11/18/2021. Subject to continuing service with the Company, the restricted stock units shall vest as follows: 2,448 units shall vest on the first year anniversary of the date of the grant; 2,447 units shall vest on the second year anniversary of the date of the grant; 2,447 units shall vest on the third year anniversary of the date of grant; and 612 units shall vest quarterly following the third anniversary date of the grant.


Common Stock

Includes 2,313 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

The original RSU grant was for 20,396 shares on 11/18/2021. Subject to continuing service with the Company, the restricted stock units shall vest as follows: 4,079 units shall vest on the first year anniversary of the date of the grant; 4,079 units shall vest on the second year anniversary of the date of the grant; 4,078 units shall vest on the third year anniversary of the date of grant; and 1,020 units shall vest quarterly following the third anniversary date of the grant.


Transaction made pursuant to a Rule 10b5-1 trading plan established by the reporting person on September 16, 2024. As previously disclosed, Mr. Anderson retired from his position as CEO of NW Holdings and NW Natural, effective April 1, 2025. At the time the 10b5-1 Plan was established, Mr. Anderson held more than 8 times his annual salary in NW Holdings' stock; an amount greater than required by the NW Holdings' stock ownership requirements. This trading arrangement allows Mr. Anderson to periodically sell a portion of his NW Holdings' common stock to diversify his holdings in connection with his retirement. As of the date of this filing, Mr. Anderson holds the following shares that are not subject to his trading arrangement: 47,459 shares of which 10,505 are held in Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Officers and 36,954 are held in his trust.

This transaction was executed in multiple trades on reported date with prices ranging from $40.16 to $40.57, resulting in a weighted average price of $40.4293.  Northwest Natural Holding Company (Issuer) will provide upon request by the Commission staff or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

Shares have been credited to reporting person's account number Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives.


PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC.

The 500 Variable Rate MuniFund Term Preferred Shares, Series 2021, (VMTP Shares) reported as disposed of in Table I represent shares that were beneficially owned by Banc of America Preferred Funding Corporation (BAPFC). The 500 VMTP Shares held by BAPFC were redeemed by the Issuer on August 18, 2025, as described in the Notice of Intention to Redeem Securities, N-23C-2, filed by Pioneer Municipal High Income Advantage Fund with the SEC on July 17, 2025, for a redemption price of the liquidation preference and accumulated but unpaid dividends. BAPFC is a wholly owned subsidiary of Bank of America Corporation.


This transaction was executed in multiple trades at prices ranging from $83.00 to $83.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

This transaction was executed in multiple trades at prices ranging from $84.15 to $83.75 The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

/s/ Uri Clinton, attorney-in-fact for Keith Smith


This transaction was executed in multiple trades at prices ranging from $81.69 to $81.75. The price reported above reflects the weighted average purchase price. The Reporting Person undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price.


By Decheng Capital China Life Sciences USD Fund III, L.P.

By Decheng Capital China Life Sciences USD Fund II, L.P.

By Decheng Capital Global Healthcare Fund (Master), LP

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.85 to $2.04 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

These securities are held directly by Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III"). Decheng Capital Management III (Cayman), LLC ("GP III") is the general partner of Fund III. Dr. Cui is the manager of GP III. Each of Fund III, GP III and Dr. Cui may be deemed to beneficially own the securities held by Fund III. Each of GP III and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.75 to $1.85 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.72 to $1.76 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

These securities are held directly by Decheng Capital China Life Sciences USD Fund II, L.P. ("Fund II"). Decheng Capital Management II (Cayman), LLC ("GP II") is the general partner of Fund II. Dr. Cui is the manager of GP II. Each of Fund II, GP II and Dr. Cui may be deemed to beneficially own the securities held by Fund II. Each of GP II and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.

These securities are held directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). Decheng Capital Global Healthcare GP, LLC ("Healthcare GP") is the general partner of Healthcare. Dr. Cui is the manager of Healthcare GP. Each of Healthcare GP and Dr. Cui may be deemed to beneficially own the securities held by Healthcare. Each of Healthcare GP and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.


These securities are held directly by Dune Acquisition Holdings LLC. Mr. Glatt is the manager of Dune Acquisition Holdings LLC and has voting and investment discretion with respect to the securities held of record by Dune Acquisition Holdings LLC. Mr. Glatt disclaims any beneficial ownership of the securities held by Dune Acquisition Holdings LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.


The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 11, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.77 to $194.935, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.

This Form 4 is the second of two forms being filed to report transactions by the reporting person occurring on August 18, 2025 through August 20, 2025.

/s/ Lindsey Cochran, by power of attorney


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.51 to $197.50, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (29) to this Form 4.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.51 to $198.50, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.51 to $199.4675, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.555 to $200.55, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.56 to $201.54, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.56 to $202.55, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.57 to $203.24, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.69 to $194.6775, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.69 to $195.68, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.69 to $196.685, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.69 to $197.67, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.7125 to $198.71, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.79 to $199.78, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.79 to $200.78, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.79 to $201.77, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.79 to $202.78, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.54 to $185.39, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.605 to $186.59, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.69 to $187.68, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.71 to $188.70, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.72 to $189.69, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.72 to $190.7175, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.72 to $191.71, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.72 to $192.715, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.72 to $193.67, inclusive.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.76 to $194.665, inclusive.

The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

The shares are held of record by The Prince 2021 Remainder Trust UA 09/23/2021, for which the reporting person serves as an investment advisor.

The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.

The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.

The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor.

The shares are held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust UA 05/10/2025, for which the reporting person serves as an investment advisor.

This Form 4 is the first of two forms being filed to report transactions by the reporting person occurring on August 18, 2025 through August 20, 2025.


Reflects a weighted average sale price. These shares were purchased in multiple transactions at prices ranging from $2.9986 to $3.19, inclusive. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of common shares sold at each separate price.

Reflects a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.9986 to $3.0146, inclusive. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of common shares sold at each separate price.

The 4,284,928 shares of Class A common stock referenced in Box 5 includes 300,000 shares of Class A common stock that are held by an affiliated entity (the "Affiliated Entity") control by One Planet Group LLC ("One Planet Group"). In his capacity as President and CEO of One Planet Group, Mr. Zamani has voting and dispositive power over the securities that are held or controlled by one Planet Group. As a result, 3,984,928 shares of Class A common stock may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani, while the 300,000 shares of Class A common stock described above may be deemed to be indirectly beneficially owned by both One Planet Group and Mr. Zamani.


Common Stock

The Options are granted under the Lantern Pharma Inc. Amended and Restated 2018 Equity Incentive Plan. The Options shall vest and first become exercisable in equal monthly increments over a 36-month period commencing September 19, 2025.


Restricted Stock Units (Cash Settled) - QVCGA

Series A Common Stock

This previously reported restricted stock unit is cash settled and is the economic equivalent of one share of QVCGA common stock.

The reporting person agreed to cancel these previously granted restricted stock units in connection with the revised compensation arrangements described in the issuer's Current Report on Form 8-K filed on August 14, 2025.

On May 22, 2025, the issuer effected a 1-for-50 reverse stock split of all issued and outstanding shares of QVCGA common stock and QVCGB common stock. At the effective time of the reverse stock split, the number of shares subject to then-outstanding equity awards (including those held by the reporting person) were proportionately adjusted.

This previously reported restricted stock unit award would have vested in two substantially equal installments on March 15, 2026 and 2027.

Exhibit List: Exhibit 24 - Power of Attorney

/s/ Katherine C. Jewell as Attorney-in-Fact for Alex B. Wellen


Common Stock, $0.001 par value per share

Represents restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of common stock of Workhorse Group Inc. (the "Company"), vesting on February 18, 2026.  Upon vesting, the RSUs may be settled in cash at the discretion of the Company's Board of Directors.

/s/ Arthur McMahon, attorney-in-fact for Jacqueline A. Dedo


Series A Common Stock

This previously reported restricted stock unit represents a contingent right to receive one share of QVCGA common stock.

This previously reported restricted stock unit award would have vested in equal installments on December 10, 2025, 2026 and 2027.

/s/ Brittany A. Uthoff as Attorney-in-Fact for David Rawlinson II


Common Shares

Common Shares

Each Restricted Stock Unit (RSU) represents a contingent right to receive one common share.

On August 20, 2024, the reporting person was granted Restricted Stock Units which vest on August 20, 2025.

On August 19, 2025, the reporting person was granted Restricted Stock Units which vest on August 19, 2026.


Common Shares

Common Shares

Common Shares

Restricted Stock Units (RSUs) granted to reporting person on August 19, 2025, which vest on the first anniversary of the grant date.

Each phantom share represents a right to receive the cash value of one share of the Issuer's common shares which will be determined based on the Issuer's share price on the vesting date.

Represents an award granted on August 19, 2025 under the Issuer's Phantom Share Plan which vests on the first anniversary of the grant date.


Represents Performance Share Awards allocated to the reporting person based on the issuer's fiscal year 2025 financial performance against fiscal year 2025 performance metrics for those awards, but which will not vest until after the end of a three year performance cycle subject to continued employment.


Common Shares

Common Shares

Common Shares


The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.80 to $12.94, inclusive. Details on the number of shares purchased at each separate price will be provided to the staff of the Securities and Exchange Commission upon request.

The reporting person is a managing member of Bayou Well Holdings Company, LLC. He disclaims beneficial ownership except to the extent of his pecuniary interest therein.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.80 to $12.815, inclusive. Details on the number of shares purchased at each separate price will be provided to the staff of the Securities and Exchange Commission upon request.

The reporting person is the beneficiary and trustee of the Trust. He disclaims beneficial ownership except to the extent of his pecuniary interest therein.


Non-Qualified Stock Option (right to buy)

Common Stock

Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on May 13, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.75 to $44.25 inclusive.  The reporting person undertakes to provide to Ionis Pharmaceuticals, Inc. any security holder of Ionis Pharmaceuticals, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) on this Form 4.

By: Patrick R. O'Neil, attorney-in-fact For: C. Frank Bennett


The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $372.59 to $373.54, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion
and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.

Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Includes beneficial ownership of 3,825 shares of Common Stock received from vested restricted stock units of the Issuer (each an "RSU") each previously granted to Julian C. Baker and Dr. Raymond Cheong in their capacity as directors of the Issuer.

Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the non-qualified stock options exercisable solely into Common Stock ("Stock Options"), RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.

Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the Stock Options and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such service on the board of directors of the Issuer.

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general
partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $380.03 to $380.84, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $380.98 to $381.94, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $382.00 to $382.36, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $382.20 to $383.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $383.42 to $384.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $385.00 to $385.95, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $374.09 to $374.67, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $387.00 to $387.17, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $389.44 to $390.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $391.69 to $392.57, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC, and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, are directors of Madrigal Pharmaceuticals, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer. This is the second of two Form 4's reporting changes in beneficial ownership. Due to space limitations in Form 4 we are
thus filing these two Forms 4.


The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units, as well as any related brokerage commission fees. The sale satisfies the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Price reported is a weighted-average sales price. The shares were sold at prices ranging from $1.1501 to $1.1901. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Class A Units (as described in footnote 4 below) held by such Class V Common Stockholder at the time of such vote.

Post-Merger Class A Units represent non-voting limited liability company interests of WM Holding Company, LLC. Pursuant to the terms of an exchange agreement, these Class A units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock. These exchange rights do not expire.

Shares are held directly by the Rebecca Francis Legacy Trust dated 5/14/24, of which the Reporting Person is the Investment Trustee.

Shares are held directly by Ghost Media Group, LLC ("Ghost Media") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Ghost Media.

Shares are held directly by WM Founders Legacy I, LLC ("WM Founders") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by WM Founders.

Shares are held directly by Genco Incentives, LLC ("Genco") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Genco.


The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

This transaction was executed in multiple trades at prices ranging from $342.69 to $343.10 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

These shares of Class A Common Stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust.

These shares of Class A Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Investment Trustee
and Co-Administrative Trustee of the Multi-Generational Trust.

This transaction was executed in multiple trades at prices ranging from $343.82 to $344.82 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $344.83 to $345.78, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $345.87 to $346.22 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $347.07 to $348.00 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $348.23 to $348.66, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $348.66 to $349.16, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $349.30 to $349.97 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from  $349.97 to $350.20 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $350.34 to $351.16 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $351.35 to $352.26 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $352.56 to $352.99 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $353.73 to $354.51 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $356.00 to $356.81 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III


The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $353.76 to $353.99, inclusive. The reporting persons undertake to provide to the Issuer, any security holder
of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of
shares traded at each separate price within the range set forth in this footnote.

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion
and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.

Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Includes beneficial ownership of 3,825 shares of Common Stock received from vested restricted stock units of the Issuer (each an "RSU") each previously granted to Julian C. Baker and Dr. Raymond Cheong in their capacity as directors of the Issuer.

Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the non-qualified stock options exercisable solely into Common Stock ("Stock Options"), RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.

Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the Stock Options and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such service on the board of directors of the Issuer.

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general
partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $356.73 to $357.08, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $358.75 to $359.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $361.00 to $361.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer,
or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $362.06 to $362.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $363.44 to $363.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $366.27 to $366.31, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $367.77 to $367.78, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $369.01 to $369.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $370.68 to $371.18, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $371.61 to $372.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this
footnote.

Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC, and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, are directors of Madrigal Pharmaceuticals, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer. This is the first of two Form 4's reporting changes in beneficial ownership. Due to space limitations in Form 4 we are thus
filing these two Forms 4.


The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units, as well as any related brokerage commission fees. The sale satisfies the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Price reported is a weighted-average sales price. The shares were sold at prices ranging from $1.1501 to $1.1901 The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.


The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

This transaction was executed in multiple trades at prices ranging from $352.27 to $353.10 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

These shares of Class A Common Stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust.

These shares of Class A Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Investment Trustee
and Co-Administrative Trustee of the Multi-Generational Trust.

This transaction was executed in multiple trades at prices ranging from $353.91 to $354.90 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $354.99 to $355.98, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $356.05 to $356.09 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $357.07 to $357.63 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $358.55 to $359.43, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $359.60 to $360.18 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from  $360.18 to $360.57 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $360.61 to $361.59 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $361.70 to $362.67 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $362.77 to $362.95 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

This transaction was executed in multiple trades at prices ranging from $362.95 to $363.31 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.


Represents Performance Share Awards allocated to the reporting person based on the issuer's fiscal year 2025 financial performance against fiscal year 2025 performance metrics for those awards, but which will not vest until after the end of a three year performance cycle subject to continued employment.

The amount reported in this column reflects the March 2025 transfer of 5,000 shares of Class A common stock to the reporting person's former spouse pursuant to a domestic relations order.


The 1,401 shares of common stock were acquired in the open market at an average price of $1.055 per share.


Class A Common Stock

Class A Common Stock

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2024.

Stock option vests with respect to 5% of the shares of Class A Common Stock underlying the stock option on the six-month anniversary of January 1, 2021, the vesting commencement date, and the remainder of the grant will vest in quarterly installments over a period of four years, in annual aggregate amounts equal to 15%, 20%, 30% and 30%, respectively, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. The Reporting Person can elect to exercise the stock option at any time, provided that the shares acquired upon exercise remain subject to the applicable vesting schedule.

The stock options vest in 48 equal monthly installments beginning December 1, 2024, subject to the Reporting Person's continuous service with the Issuer as of each vesting date.


Class A Common Stock

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.

Stock options vest with respect to 1/4 of the shares of the Issuer's Class A common stock underlying the stock option on the one-year anniversary of August 27, 2018, the vesting commencement date, and the remaining 3/4 of the shares underlying the option vest in equal monthly installments over the subsequent three years, in each case subject to continued service with the Issuer. The Reporting Person can elect to exercise the stock options at any time, provided that the shares acquired upon exercise remain subject to the applicable vesting schedule.


Class A Common Stock

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2025.

Represents the weighted average sale price of the shares sold from $80.00 to $80.105 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

As joint settlors of the Levchin 2012 Irrevocable Trust, the Reporting Person and his spouse jointly have the right to acquire the shares held by the trust but do not have voting or investment power over such shares. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

The Reporting Person was granted a multi-year performance-based stock option (the "Value Creation Award") on January 12, 2021. The Value Creation Award is divided into ten tranches which the Reporting Person may earn by satisfying a performance condition within a five-year period from the date of grant, subject to the Reporting Person's continued service to the Issuer. The earned tranches of the Value Creation Award becomes vested and exercisable upon the satisfaction of a time condition. Any portion of the Value Creation Award that has not been earned by the fifth anniversary of the grant date will be forfeited. As of August 20, 2025, the Reporting Person has earned 4,000,000 stock options, all of which have vested.


Units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("AB Holding Units").

Reporting Person sold 6,268 AB Holding Units at prices ranging from $40.00 to $40.44 per Unit. The price set forth in the table represents the weighted average sales price.

Reporting Person sold 480 AB Holding Units at $40.00 per Unit.


Common Stock

Common Stock

Common Stock

Common Stock

Each Restricted Stock Unit (the "RSU Award") represents a contingent right to receive one share of the Issuer's common stock.

Represents the number of shares withheld by and surrendered to the Issuer on August 18, 2025, to satisfy tax withholding obligations that arose in connection with the vesting of the RSU Award.

The shares subject to the RSU Award shall vest quarterly over four years, with 4/48th of the total shares underlying the RSU Award vesting on May 18, 2022 and 3/48th of the total shares underlying the RSU Award vesting each subsequent quarter thereafter on August 18, November 18, February 18 and May 18.

The shares subject to the RSU Award shall vest over 4 years with 2/48 of the total shares underlying the RSU Award vesting on May 18, 2023 and each May 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on August 18, 2023 and each August 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on November 18, 2023 and each November 18 thereafter; and 4/48 of the total shares underlying the RSU Award vesting on March 10, 2024 and each March 10 thereafter, until fully vested.

The shares subject to the RSU Award shall vest over 4 years with 2/48 of the total shares underlying the RSU Award vesting on May 18, 2024 and each May 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on August 18, 2024 and each August 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on November 18, 2024 and each November 18 thereafter; and 4/48 of the total shares underlying the RSU Award vesting on March 10, 2025 and each March 10 thereafter.

The shares subject to the RSU Award shall vest over 4 years with 2/48 of the total shares underlying the RSU Award vesting on May 18, 2025 and each May 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on August 18, 2025 and each August 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on November 18, 2025 and each November 18 thereafter; and 4/48 of the total shares underlying the RSU Award vesting on March 10, 2026 and each March 10 thereafter, until fully vested.


By Promotora de Inversiones CapLat Espana, S.L.

On August 14, 2025, the issuer filed a Form 8-K reporting the issuance of an aggregate of 6,056,073 shares of the issuer's common stock and that following the issuances the issuer had 45,190,598 shares of common stock outstanding. Solely as a result of the events disclosed in the Form 8-K, the reporting person no longer holds ten percent or more of the issuer's outstanding common stock and is therefore no longer subject to Section 16 reporting requirements.

/s/ Juan Antonio Carlos Cortina Gallardo


Common Stock

Common Stock

Common Stock

The shares subject to the RSU Award shall vest over four years with 13/48 of the total shares underlying the RSU Award vesting on May 18, 2024; 3/48 of the total shares underlying the RSU Award vesting on August 18, 2024 and each August 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on November 18, 2024 and each November 18 thereafter; 4/48 of the total shares underlying the RSU Award vesting on March 10, 2025 and each March 10 thereafter; and 2/48 of the total shares underlying the RSU Award vesting on May 18, 2025 and each May 18 thereafter.


Common Stock

Such option shall vest and become exercisable in 36 equal monthly installments, with the first installment vesting on the one-month anniversary of the date of grant, subject to continued service through the applicable vesting date.

/s/ Justin J. File, as Attorney-in-fact for the Reporting Person


Common Stock

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.74 to $13.987 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the
Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The RSUs vest 25% on May 18, 2024 and then 1/16th of the total number of shares on each quarterly anniversary thereafter, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.


Common Stock

The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person on each vesting date.


Common Stock

Common Stock

Common Stock

Common Stock


Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.84 to $6.88. The reporting person undertakes to provide to 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 within the range set forth in footnote (2) to this Form 4.


Non- Qualified Stock Option (right to buy)

Common Stock

The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 3/7/2025 by the Reporting Person.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $348.30 to $349.21, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $349.335 to $350.0, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $350.445 to $351.43, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $351.47 to $351.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $348.525 to $349.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $349.825 to $350.595, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $351.11 to $352.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Option vests at a rate of 1/48th per month starting on March 14, 2020.

/s/ Ahalya Hildreth, Attorney-in-Fact for Chin-Chi Teng


Shares transferred as a charitable gift by the Reporting Person.

/s/ Ahalya Hildreth, Attorney-in-Fact for Paul Cunningham


Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.84 to $6.88. The reporting person undertakes to provide to 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 within the ranges set forth in footnotes (2) and (4) to this Form 4.

The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2024.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.13 to $7.53, inclusive.

The shares are held by The Per Artur Bergman Revocable Trust, of which the reporting person is settlor, sole trustee, and sole beneficiary.

The shares are held by The Artur Bergman Remainder Trust One DTD 5/2/2019, of which the reporting person is the investment advisor.

The shares are held by The Artur Bergman Remainder Trust Three DTD 5/2/2019, of which the reporting person is the investment advisor.

The shares are held by The Per Artur Bergman Grantor Retained Annuity Trust No. 3, of which the reporting person is trustee.

The shares are held by The Per Artur Bergman Grantor Retained Annuity Trust No. 4, of which the reporting person is trustee.

The shares are held by The PAB 2021 Remainder Trust, of which the reporting person is the investment advisor.


Represents restricted stock units granted to  Mr. Torchio on December 20, 2024, which have since been withdrawn.

Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Louis J. Torchio by Douglas M. Schosser, Attorney-in-Fact


Common Stock

Common Stock

Each Restricted Stock Unit (the "RSU Award") represents a contingent right to receive one share of the Issuer's common stock.

Represents the number of shares withheld by and surrendered to the Issuer on August 18, 2025, to satisfy tax withholding obligations that arose in connection with the vesting of the RSU Award.

The shares subject to the RSU Award shall vest over 4 years with 12/48 of the total shares underlying the RSU Award vesting on May 18, 2025; 3/48 of the total shares underlying the RSU Award vesting on August 18, 2025 and each August 18 thereafter; 3/48 of the total shares underlying the RSU Award vesting on November 18, 2025 and each November 18 thereafter; and 3/48 of the total shares underlying the RSU Award vesting on March 10, 2026 and each March 10 thereafter; and 3/48 of the total shares underlying the RSU Award vesting on May 18, 2026 and each May 18 thereafter.


Represents an award of restricted stock units.  The entire award shall vest and settle in shares of the Issuers common stock on the earlier of (a) July 25, 2026, or (b) the date of the next annual meeting of the Issuers stockholders, in each case subject to the Reporting Persons continued service to the Issuer on such vesting date.

Payment of tax liability by selling securities to cover taxes incident to vesting.

/s/ Cheriese Dickman as Attorney-in Fact for Elizabeth Harriet Theophille


Open market sale of shares to cover taxes due as a result of the vesting of 83,978 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

Represents 1,017,781 shares of Class A Common Stock and 539,044 restricted stock units.


Common Stock

2/36 of the total shares subject to the RSU Award shall vest on August 18, 2024; 3/36 of the total shares subject to the RSU Award shall vest on November 18, 2024 and each November 18 thereafter; 4/36 of the total shares underlying the RSU Award shall vest on March 10, 2025 and each March 10 thereafter; 2/36 of the total shares underlying the RSU Award vesting shall vest on May 18, 2025 and each May 18 thereafter; and 3/36 of the total shares underlying the RSU Award shall vest on August 18, 2025 and each August 18 thereafter, until fully vested.


Open market sale of shares to cover taxes due as a result of the vesting of 117,311 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

Represents 997,135 shares of Class A Common Stock and 880,603 restricted stock units.


Restricted stock granted on August 18, 2025, scheduled to vest in approximately equal installments on January 13, 2026, January 12, 2027, and January 11, 2028.

Restricted stock granted on August 18, 2025, scheduled to vest in approximately equal installments on August 25, 2026 and August 24, 2027.


Class A Common Stock

The shares reported include unvested restricted stock units.

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 13, 2024.

Shares held by the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust (the "Hohenstein Purple Elephant Trust"). The Reporting Person may be deemed to have voting and dispositive power over the shares held by the Hohenstein Purple Elephant Trust.

One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.


Common Stock

2/36 of the total shares subject to the RSU Award shall vest on August 18, 2025; 3/36 of the total shares subject to the RSU Award shall vest on November 18, 2025 and each November 18 thereafter; 3/36 of the total shares underlying the RSU Award shall vest on March 10, 2026 and each March 10 thereafter; 3/36 of the total shares underlying the RSU Award vesting shall vest on May 18, 2026 and each May 18 thereafter; and 3/36 of the total shares underlying the RSU Award shall vest on August 18, 2026 and each August 18 thereafter, until fully vested.


The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of Restricted Share Units.

Andrew Chew, Attorney-in-fact for Csaba Sverha


Andrew Chew, Attorney-in-fact for Seamus Grady


Common Stock

Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on August 2, 2022. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on August 18, 2025, resulting in the immediate vesting of the restricted stock units as to 21,461 shares of Common Stock.

Includes (i) 1,781 shares of restricted stock that vest on June 11, 2026, (ii) 1,124 shares of restricted stock that vest on June 12, 2026, and (iii)  5,834 shares of restricted stock that vest on March 7,2026, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $112.00 to $112.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3), footnote (4), footnote (5), footnote (6), footnote (7) and footnote (8).

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at $113.01.

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.99, inclusive.

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $109.00 to $109.99, inclusive.

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $110.00 to $110.99, inclusive.

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $111.00 to $111.44, inclusive.

Stock options granted under the Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan, which vested in three equal installments on each of November 3, 2017, November 3, 2018 and November 3, 2019.

/s/ Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin


Andrew Chew, Attorney-in-fact for Harpal Gill


Andrew Chew, Attorney-in-fact for Edward T. Archer


Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on August 2, 2022. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee
effective on August 18, 2025, resulting in the immediate vesting of the restricted stock units as to 2,732 shares of Common Stock.

Includes (i) 4,620 shares of restricted stock units that vest in three substantially equal installments on each of March 17, 2026, March 17, 2027 and March 17, 2028, (ii) 2,800 shares of restricted stock units that vest in two substantially equal installments on each of March 20, 2026 and March 20, 2027 and (iii) 7,600 shares of restricted stock that vest on March 7, 2026, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

Includes 348 shares of Common Stock purchased under the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan on June 30, 2025.

Represents shares of the Issuer's Common Stock withheld to satisfy tax withholding obligations in connection with the vesting of the performance-based restricted stock units referenced in footnote (1).


The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale satisfies the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

This transaction was executed in multiple trades at prices ranging from $15.49 USD to $15.80 USD; the price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

This transaction was executed in multiple trades at prices ranging from $15.49 USD to $15.78 USD; the price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Includes 147,947 shares issuable on the settlement of restricted stock units granted to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

/s/ Michael A. Pisetsky, Attorney-in-Fact for Anthony J. Recupero


Includes 138,504 shares issuable on the settlement of restricted stock units granted to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.


Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on August 2, 2022. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on August 18, 2025, resulting in the immediate vesting of the restricted stock units as to 12,963 shares of Common Stock.

Includes (i) 19,250 shares of restricted stock units that vest in three substantially equal installments on each of March 17, 2026, March 17, 2027 and March 17, 2028, (ii) 11,667 shares of restricted stock units that vest in two substantially equal installments on each of March 20, 2026 and March 20, 2027 and (iii) 4,434 shares of restricted stock that vest on March 7, 2026, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

Includes 386 shares of Common Stock purchased under the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan on June 30, 2025.

/s/ Creighton K. Early, Attorney-in-fact for Michael A. Bieber