Rafael Holdings SEC Filings

Rafael Holdings, Inc. (RFL) Chief Financial Officer David Polinsky reported a non-open-market disposition of 1,284 Class B common shares on 09/23/2025 described as shares withheld by the issuer to satisfy tax obligations upon the vesting of restricted stock at an effective price of $1.48 per share. After this withholding, Mr. Polinsky beneficially owns 264,821 shares, consisting of 76,882 shares held directly, 76,689 fully vested restricted shares, and 111,250 unvested restricted shares with specified vesting dates through January 13, 2029. The Form 4 was signed by power of attorney on 09/25/2025.

Rafael Holdings, Inc. (RFL) Chief Financial Officer David Polinsky reported a transaction on 09/21/2025 in Class B common stock. The filing shows 1,970 shares were disposed at $1.49 per share, representing shares withheld by the issuer for tax purposes upon the vesting of restricted stock. After the reported transaction, Polinsky beneficially owns 266,105 shares, which include 76,882 shares held directly, 74,223 fully vested restricted shares, and 115,000 unvested restricted shares subject to a defined vesting schedule through January 13, 2029.

The disposition was reported on 09/22/2025 and appears to be a routine tax-withholding action tied to vesting rather than an open-market sale.

Rafael Holdings, Inc. director and 10% owner Jonas Howard S reported a non-derivative transaction on 09/13/2025. The filing shows 9,905 shares of Class B common stock were disposed at a price of $1.345 using transaction code F. After the reported transaction, the filing lists 267,707 shares beneficially owned by the reporting person directly.

The Form 4 also discloses a range of indirect holdings: multiple trusts and partnerships hold substantial Class B and Class A shares, including a total of 12,299,207 Class B shares reported for one trust and 787,163 Class A shares held indirectly by a partnership where the reporting person has sole voting and dispositive power. The filer signed via power of attorney on 09/16/2025.

Rafael Holdings insider activity: Joshua M. Fine, Chief Operating Officer, reported transactions on 09/03/2025. He disposed of 9,380 shares of Class B common stock, which are held jointly with his wife. On the same date he was granted 24,558 stock options with an exercise price of $1.38 that expire on 09/02/2035. The options vest in two equal installments of 12,279 shares on 09/03/2026 and 09/03/2027, conditioned on continuous service. Following these transactions he beneficially owns 24,558 option shares and reduced Class B share holdings by 9,380 shares.

Joshua M. Fine, Chief Operations Officer of Rafael Holdings, Inc. (RFL), filed a Form 3 reporting ownership following an event dated 08/04/2025. He holds 9,380 Class B common shares (held jointly with his wife) and stock options totaling 137,881 shares from five grants exercisable 2021–2025 with exercise prices ranging from $1.00 to $21.16. The shares and options were received or converted in connection with the business combination with Cyclo Therapeutics on March 25, 2025.

Form 3 highlights: Director N. Scott Fine has filed his initial beneficial-ownership report after the 14 Jul 2025 business-combination event between Rafael Holdings (RFL) and Cyclo Therapeutics. He directly owns 335,348 Class B shares, including 3,525 held jointly with his spouse. In addition, he holds derivative rights on 373,945 Class B shares via five option grants (strikes $1.90-$21.16, expiries 2031-2035) and three warrants (strikes $2.70-$184.10, expiries 2025-2027). All securities were exchanged from prior Cyclo awards. The filing signals meaningful insider equity alignment but also identifies potential future dilution should the options and warrants be exercised.

Rafael Holdings, Inc. (RFL) has filed a Form S-8 registration statement to cover 1,393,077 additional shares of Class B common stock for employee equity compensation. The filing registers (i) 774,375 shares related to the amended and restated 2021 Rafael Holdings Equity Incentive Plan and (ii) 618,702 shares issuable under the Cyclo Therapeutics 2021 Omnibus Equity Incentive Plan.

The Cyclo shares stem from the 25 March 2025 merger in which Cyclo Therapeutics became a wholly owned subsidiary; all outstanding Cyclo options were assumed by Rafael and converted into options for Rafael Class B stock on substantially similar terms. The S-8 ensures that awards granted or to be granted under both plans are properly registered, allowing the company to issue shares upon exercise or vesting without further SEC registration.

The filing includes customary incorporation by reference of Rafael’s most recent 10-K, subsequent 10-Qs, numerous 8-Ks detailing merger progress, and exhibits such as legal opinions and auditor consents. Standard Delaware indemnification provisions for directors and officers are reiterated. No new financial results, capital-raising activities, or changes to business strategy are disclosed; the document is strictly administrative and facilitates post-merger equity compensation.