RF Industries Insider Filing Shows Minor Tax Withholding by COO

Rhea-AI Filing Summary

RF Industries Ltd (ticker: RFIL) filed a Form 4 showing that President & COO Ray Michael Bibisi executed three small “Code F” transactions on 10–11 July 2025. Code F indicates shares were withheld to cover taxes arising from the vesting of equity awards rather than open-market sales. In total, 161 common shares were disposed at prices of $7.04–$7.17, lowering Bibisi’s direct holdings from 52,258 to 52,097 shares. No derivative securities were involved, and the amount represents less than 0.3 % of his reported ownership, suggesting minimal financial or strategic impact on the company.

Insights

Securities Analyst

TL;DR: Minor tax-related share withholding; neutral for investors.

The filing documents a routine tax-withholding transaction by RFIL’s President & COO. The aggregate 161 shares sold under Code F equate to roughly 0.3 % of his stake and an immaterial fraction of RFIL’s 10.1 million outstanding shares. Because the shares were not discretionary sales and no derivatives were exercised, the event carries no evident signalling value. Market impact is therefore expected to be neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bibisi Ray Michael

(Last) (First) (Middle)

16868 VIA DEL CAMPO COURT

SUITE 200

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
R F INDUSTRIES LTD [ RFIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/10/2025		F		27	D	$7.04	52,231	D
Common Stock	07/11/2025		F		32	D	$7.17	52,199	D
Common Stock	07/11/2025		F		102	D	$7.17	52,097	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Ray Michael Bibisi	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did RFIL’s COO sell shares according to the Form 4?

The shares were withheld under Transaction Code F to cover payroll taxes due on vested equity awards, not discretionary open-market selling.

How many RFIL shares did Ray Michael Bibisi dispose of?

He disposed of 161 common shares across three transactions on 10–11 July 2025.

What is Ray Michael Bibisi’s ownership after the transactions?

Following the tax-related dispositions, he directly owns 52,097 RFIL shares.

Were any options or other derivatives involved?

No. Table II shows no derivative securities acquired or disposed of in this filing.

Does this insider transaction materially affect RFIL stock?

Given the very small volume (0.3 % of his holdings) and tax-withholding nature, the filing is viewed as non-material to RFIL’s valuation.