RFIL CEO Withholds 768 Shares for Taxes, Holds 302.6k – Form 4

RF Industries Ltd (RFIL) – Form 4 insider filing CEO and Director Robert D. Dawson reported three same-day transactions on 10-11 July 2025, all coded “F” (share withholding to satisfy tax obligations).

Rhea-AI Filing Summary

RF Industries Ltd (RFIL) – Form 4 insider filing

CEO and Director Robert D. Dawson reported three same-day transactions on 10-11 July 2025, all coded “F” (share withholding to satisfy tax obligations). In total, 768 common shares were withheld/disposed at prices ranging from $7.04–$7.17 per share. After these withholdings, Dawson’s direct beneficial ownership stands at 302,589 shares, a reduction of roughly 0.25 % of his prior holdings.

No derivative securities were involved, and there were no open-market purchases or sales. The filing represents routine tax-related activity rather than a strategic change in ownership.

Positive

• None.

Negative

• Minor reduction in CEO’s share count (-0.25 %) could be viewed negatively by some, though context suggests routine tax withholding.

Insights

Insider Trading Analyst

TL;DR: Routine tax withholding; negligible ownership change, neutral signalling.

Transaction code “F” signals that the 768 shares were surrendered to cover taxes from prior equity awards, not sold on the open market. The dollar value (≈ $5.5 k) is immaterial and reduces Dawson’s stake to 302,589 shares, leaving his economic exposure virtually intact. Such filings typically carry low information content and are neutral for valuation. Investors should not interpret the move as bearish.

Insider Trade Summary

Exercise Price or Tax Liability: 768 shares

Exercise Price or Tax Liability 3 txns

Insider Dawson Robert D

Role CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	202	$7.17	$1K
Exercise Price or Tax Liability	Common Stock	411	$7.17	$3K
Exercise Price or Tax Liability	Common Stock	155	$7.04	$1K

Holdings After Transaction: Common Stock — 302,589 shares (Direct)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RFIL shares did CEO Robert D. Dawson dispose of?

A total of 768 common shares were withheld/disposed.

What was the purpose of the RFIL share disposition?

Code “F” indicates the shares were withheld to pay tax obligations, not sold on the market.

What is Dawson’s current RFIL share ownership after the transactions?

He now directly owns 302,589 shares of RF Industries Ltd.

Were any derivative securities involved in this Form 4 filing?

No. Table II is empty, indicating no derivative activity.

Is the insider activity considered material to RFIL investors?

Given the small size (0.25 % of holdings) and tax-related nature, it is generally viewed as not materially impactful.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/11/2025 - 07:50 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Dawson Robert D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		155	D	$7.04	303,202	D
Common Stock	07/11/2025		F		202	D	$7.17	303,000	D
Common Stock	07/11/2025		F		411	D	$7.17	302,589	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/ Robert D. Dawson	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.