RFL Insider Filing: 9,380 Class B Sold and 24,558 Options Issued to COO

Rhea-AI Filing Summary

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.

Positive

• Option grant aligns executive incentives with multi-year vesting (12,279 shares vest on 09/03/2026 and 12,279 on 09/03/2027)
• Timely SEC disclosure of both sale and option award by the reporting officer

Negative

• Disposition of 9,380 Class B shares reduces the reporting person's direct beneficial holding
• Potential future dilution of up to 24,558 shares if options are exercised

Insights

Financial Analyst

Insider sale plus option grant signals routine compensation activity, limited immediate market impact.

The filing shows a contemporaneous sale of 9,380 Class B shares and a grant of 24,558 options at $1.38 exercisable through 09/02/2035. The option vesting schedule over 2026 and 2027 aligns executive incentives with future service rather than immediate liquidity events. The sale reduces outstanding Class B holdings but the option grant is potentially dilutive only upon exercise many years out. Without information on total outstanding shares or percentage ownership, the materiality to shareholders cannot be precisely quantified from this filing alone.

Corporate Governance Expert

Transaction appears to be standard compensation and reporting; no governance red flags in the filing.

The Form 4 discloses proper Section 16 reporting by the COO, including joint ownership disclosure and an explicit vesting schedule. The option terms include long-dated expiration and time-based vesting tied to continuous service, which is a common retention mechanism. The sale of Class B shares is documented but lacks context on reason or proportion of total holdings; therefore it does not, by itself, indicate governance concerns.

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
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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^*

Fine Joshua M

(Last) (First) (Middle)

C/O RAFAEL HOLDINGS, INC.

520 BROAD STREET

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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, per value $.01 per share								9,380(1)	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
Stock Options (right to buy)	$1.38	09/03/2025		A		24,558		(2)	09/02/2035	Class B Common Stock	24,558	$0	24,558	D

Explanation of Responses:

1. These shares of Class B common stock are held jointly by the Reporting Person and his wife.

2. The options shall vest as follows: 12,279 shares on each of September 3, 2026 and September 3, 2027, subject to the Reporting Person's continuous service with the Issuer as of each such date.

	Joyce J Mason, by Power of Attorney	09/05/2025
	** 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 did Rafael Holdings (RFL) COO Joshua M. Fine report on the Form 4?

The Form 4 reports a sale of 9,380 Class B shares and a grant of 24,558 stock options on 09/03/2025.

What are the terms of the stock options reported in the RFL Form 4?

Options have an exercise price of $1.38, were granted on 09/03/2025, vest 12,279 shares on 09/03/2026 and 12,279 shares on 09/03/2027, and expire on 09/02/2035.

How many shares does Joshua M. Fine beneficially own after the reported transactions?

Following the reported transactions the Form 4 shows 24,558 option shares beneficially owned; the filing specifies the sale of 9,380 Class B shares that were jointly held with his wife.

What is the reporting person's role at Rafael Holdings noted on the Form 4?

The reporting person is listed as the Chief Operating Officer of Rafael Holdings.

Are the Class B shares sold held solely by the reporting person?

No. The filing states those 9,380 Class B shares are held jointly by the reporting person and his wife.