Rafael Holdings (RFL) CEO granted Class B shares with tax withholding update
Rhea-AI Filing Summary
Rafael Holdings, Inc. reported a new equity award and related tax withholding for its Executive Chairman, CEO and President Howard S. Jonas. On June 13, 2026, he received a grant of 142,857 shares of Class B Common Stock as restricted stock at $1.75 per share. The company withheld 8,786 Class B shares at $2.33 per share to cover tax obligations upon vesting of restricted stock, a non-market disposition. After these updates, Jonas holds 314,228 shares of Class B Common Stock directly, consisting of 239,228 vested restricted shares and 75,000 unvested restricted shares with scheduled vesting through January 2030, and also has substantial indirect holdings through partnerships, trusts and a foundation.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 134,071 shares
Net Buy
8 txns
Insider
JONAS HOWARD S
Role
Exec Chairman, CEO & President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class B Common Stock, $.01 par value per share | 8,786 | $2.33 | $20K |
| Grant/Award | Class B Common Stock, $.01 par value per share | 142,857 | $1.75 | $250K |
| holding | Class B Common Stock, $.01 par value per share | -- | -- | -- |
| holding | Class B Common Stock, $.01 par value per share | -- | -- | -- |
| holding | Class B Common Stock, $.01 par value per share | -- | -- | -- |
| holding | Class B Common Stock, $.01 par value per share | -- | -- | -- |
| holding | Class B Common Stock, $.01 par value per share | -- | -- | -- |
| holding | Class A Common Stock, $.01 par value per share | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock, $.01 par value per share — 457,085 shares (Direct);
Class B Common Stock, $.01 par value per share — 98,820 shares (Indirect, By The Jonas Foundation);
Class B Common Stock, $.01 par value per share — 563,538 shares (Indirect, By Debbie Y. Jonas 2018 Dynasty Trust);
Class B Common Stock, $.01 par value per share — 12,299,207 shares (Indirect, By HSJ 2019 Remainder Trust);
Class B Common Stock, $.01 par value per share — 457,031 shares (Indirect, By Genie A Partners, L.P.);
Class B Common Stock, $.01 par value per share — 324,219 shares (Indirect, IDT A Partners, L.P.);
Class A Common Stock, $.01 par value per share — 787,163 shares (Indirect, By Rafael A Partners, L.P.)
Footnotes (5)
- F1. Represents shares withheld by the Issuer for tax purposes upon the vesting of Restricted Stock.
- F2. Consists of 239,228 vested restricted shares of Class B Common Stock and 75,000 unvested restricted shares of Class B Common Stock that shall vest as follows: 18,750 shall vest on each of January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.
- F3. Grant of Restricted Stock that vests as follows: 35,715 on September 13, 2026 and 35,714 on each of December 13, 2026, March 13, 2027 and June 13, 2027.
- F4. Consists of 239,228 vested restricted shares of Class B Common Stock and 217,857 unvested restricted shares of Class B Common Stock that shall vest as follows: 35,715 shall vest on September 13, 2026 and 35,714 shall vest on each of December 13, 2026, March 13, 2027 and June 13, 2027; 18,750 shall vest on each of January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.
- F5. 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.
Key Figures
Restricted stock grant: 142,857 Class B shares at $1.75
Tax withholding shares: 8,786 Class B shares at $2.33
Direct Class B holdings after: 314,228 shares
+4 more
7 metrics
Restricted stock grant
142,857 Class B shares at $1.75
Grant of restricted stock on June 13, 2026
Tax withholding shares
8,786 Class B shares at $2.33
Shares withheld for tax purposes upon vesting
Direct Class B holdings after
314,228 shares
Class B Common Stock held directly after reported transactions
Vested restricted Class B shares
239,228 shares
Portion of direct Class B holdings that is vested
Unvested restricted Class B shares
75,000 shares
Unvested restricted shares vesting annually from January 2027 to January 2030
Indirect Class A holdings
787,163 shares
Class A Common Stock held indirectly via Rafael A Partners, L.P.
Indirect Class B via HSJ 2019 Remainder Trust
12,299,207 shares
Class B Common Stock held indirectly through HSJ 2019 Remainder Trust
Key Terms
Restricted Stock, tax-withholding disposition, vested restricted shares, unvested restricted shares, +2 more
6 terms
Restricted Stock financial
"Represents shares withheld by the Issuer for tax purposes upon the vesting of Restricted Stock."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
tax-withholding disposition financial
"Transaction code F is described as a tax-withholding disposition for payment of tax liability."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Class B Common Stock financial
"Grant of Restricted Stock that vests over time in shares of Class B Common Stock."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
sole voting and dispositive power financial
"The Reporting Person is the sole manager of the general partner and has sole voting and dispositive power over certain shares."
FAQ
What insider transactions did Rafael Holdings (RFL) report for Howard S. Jonas?
Rafael Holdings reported a restricted stock grant and related tax withholding for Howard S. Jonas. He received 142,857 Class B shares at $1.75, while 8,786 shares at $2.33 were withheld to satisfy tax obligations on vesting, leaving 314,228 Class B shares held directly.
What are the vesting terms of the new restricted stock grant to Rafael Holdings (RFL) CEO?
The new grant of 142,857 Class B restricted shares vests over four dates. 35,715 shares vest on September 13, 2026, and 35,714 shares vest on each of December 13, 2026, March 13, 2027 and June 13, 2027, creating a phased vesting schedule across several quarters.
What indirect Rafael Holdings (RFL) interests are associated with Howard S. Jonas?
In addition to direct holdings, Howard S. Jonas has indirect interests through several entities. These include Class A shares held by Rafael A Partners, L.P. and large blocks of Class B shares held by entities such as HSJ 2019 Remainder Trust, Debbie Y. Jonas 2018 Dynasty Trust and The Jonas Foundation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
