[Form 4] Rafael Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Insider reported a small disposition of Class B shares; substantial indirect holdings remain concentrated across trusts and partnerships.

The Form 4 documents a disposition of 9,905 Class B shares at $1.345 (code F) and shows 267,707 shares directly beneficially owned thereafter. Material concentration of voting and economic exposure persists through several entities: a trust with 12,299,207 Class B shares, other trusts and partnerships holding hundreds of thousands of additional Class B shares, and 787,163 Class A shares controlled via Rafael A Partners, L.P. The statement that the reporting person is sole manager of the general partner indicates sole voting and dispositive power over the partnership-held Class A shares.

Corporate Governance Expert

TL;DR: Filing shows routine withholding/disposition transaction while governance control remains highly centralized.

The reported transaction code and share disposal appear administrative in nature. Crucially, the filing documents significant indirect ownership through multiple trusts and partnerships, and it explicitly states the reporting person has sole voting and dispositive power over the Class A shares held by the partnership. That concentration is governance-relevant because it indicates continued control despite the reported disposition.

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^*

JONAS HOWARD S

(Last) (First) (Middle)

C/O RAFAEL HOLDINGS, INC.

520 BROAD ST

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rafael Holdings, Inc. [ RFL ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Exec Chairman, CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2025

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
Class B Common Stock, $.01 par value per share	09/13/2025		F		9,905(1)	D	$1.345	267,707(2)	D
Class B Common Stock, $.01 par value per share								98,820	I	By The Jonas Foundation
Class B Common Stock, $.01 par value per share								563,538	I	By Debbie Y. Jonas 2018 Dynasty Trust
Class B Common Stock, $.01 par value per share								12,299,207	I	By HSJ 2019 Remainder Trust
Class B Common Stock, $.01 par value per share								457,031	I	By Genie A Partners, L.P.
Class B Common Stock, $.01 par value per share								324,219	I	IDT A Partners, L.P.
Class A Common Stock, $.01 par value per share								787,163	I	By Rafael A Partners, L.P.(3)

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:

1. Represents shares withheld by the Issuer for tax purposes upon the vesting of Restricted Stock.

2. Consists of 178,760 vested restricted shares of Class B Common Stock and 88,947 unvested restricted shares of Class B Common Stock that shall vest as follows: 29,649 shares shall vest on each of December 13, 2025, March 13, 2026, and June 13, 2026.

3. The Reporting Person is the sole manager of the sole general partner of the limited partnership and, therefore, has sole voting and dispositive power over the shares of Class A common stock held by the limited partnership.

	Joyce J. Mason, by Power of Attorney	09/16/2025
	** 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

What transaction did Jonas Howard S report on Form 4 for RFL?

The filing reports a disposition of 9,905 Class B shares on 09/13/2025 at a price of $1.345 using transaction code F.

How many Class B shares does the reporting person directly own after the transaction?

The Form 4 shows 267,707 Class B shares beneficially owned by the reporting person following the reported transaction.

Are there significant indirect holdings disclosed in the Form 4 for RFL?

Yes. The filing lists substantial indirect holdings, including 12,299,207 Class B shares held by one trust and other trusts/partnerships holding hundreds of thousands of additional shares.

Does the reporting person retain control over partnership-held shares?

The Form 4 states the reporting person is the sole manager of the sole general partner and therefore has sole voting and dispositive power over the 787,163 Class A shares held by Rafael A Partners, L.P.

When was the Form 4 signed and who signed it?

The signature block indicates the form was signed by Joyce J. Mason, by Power of Attorney on 09/16/2025.