Rafael Holdings (NYSE: RFL) CEO receives 75,000 restricted Class B shares

Rhea-AI Filing Summary

Rafael Holdings, Inc. insider filing shows a new equity grant to its top executive. On January 13, 2026, Exec Chairman, CEO & President Howard S. Jonas, who is also a director and 10% owner, received 75,000 shares of Class B common stock as a restricted stock grant at $1.2485 per share. These shares vest in four equal installments of 18,750 shares on each of January 13, 2027, 2028, 2029 and 2030.

Following this grant, Jonas beneficially owns 332,840 Class B shares directly, consisting of 198,542 vested and 134,298 unvested restricted shares with additional vesting dates in 2026 and 2027–2030. The filing also lists substantial indirect holdings in Class B and Class A shares through The Jonas Foundation, several trusts, and limited partnerships, including Rafael A Partners, L.P., where he has sole voting and dispositive power over the Class A shares.

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

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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^*

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)
01/13/2026

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	01/13/2026		A		75,000(1)	A	$1.2485	332,840(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. Grant of Restricted Stock that vests as follows: 18,750 shares on each of January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.

2. Consists of 198,542 vested restricted shares of Class B Common Stock and 134,298 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; and 29,649 shares shall vest on each of 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	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Rafael Holdings (RFL) report in this Form 4 filing?

The filing reports that Howard S. Jonas, Exec Chairman, CEO, President, director and 10% owner of Rafael Holdings, Inc., received a grant of 75,000 shares of Class B common stock as restricted stock on January 13, 2026, and updates his direct and indirect shareholdings.

How many Rafael Holdings (RFL) shares were granted and at what price?

Howard S. Jonas was granted 75,000 restricted shares of Class B common stock on January 13, 2026 at a price of $1.2485 per share.

What is the vesting schedule for the 75,000 restricted Class B shares at Rafael Holdings (RFL)?

The 75,000 restricted Class B shares vest in four equal tranches of 18,750 shares each, on January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.

How many Class B shares does Howard S. Jonas directly own after this Form 4 at Rafael Holdings (RFL)?

After the reported grant, Howard S. Jonas beneficially owns 332,840 Class B common shares directly, made up of 198,542 vested restricted shares and 134,298 unvested restricted shares with specified future vesting dates.

What additional vesting of existing restricted Class B shares is disclosed for Rafael Holdings (RFL)?

The filing states that out of the unvested Class B restricted shares, 29,649 shares will vest on each of March 13, 2026 and June 13, 2026, and 18,750 shares will vest on each of January 13, 2027, 2028, 2029 and 2030.

What indirect holdings in Rafael Holdings (RFL) shares are reported for Howard S. Jonas?

The Form 4 lists indirect ownership of Class B shares through The Jonas Foundation, the Debbie Y. Jonas 2018 Dynasty Trust, the HSJ 2019 Remainder Trust, and Genie A Partners, L.P. and IDT A Partners, L.P., as well as indirect ownership of Class A shares through Rafael A Partners, L.P..

What authority does Howard S. Jonas have over Rafael A Partners, L.P. shares of Rafael Holdings (RFL)?

The footnotes state that Howard S. Jonas is the sole manager of the sole general partner of Rafael A Partners, L.P. and therefore has sole voting and dispositive power over the Class A common shares held by that limited partnership.