Director Alan Grayson granted 6,562 Rafael Holdings (RFL) shares

Rhea-AI Filing Summary

Rafael Holdings (RFL) director Alan Grayson reported receiving a grant of 6,562 shares of Class B common stock on January 28, 2026. The filing describes this as restricted stock that vests in full immediately and is now fully vested.

The transaction is coded as an acquisition at a reference price of $1.27 per share, representing the average closing price of the Class B stock during December 2025. Following this grant, Grayson directly holds 6,562 Class B common 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

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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^*

GRAYSON ALAN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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, par value $.01 per share	01/28/2026		A		6,562(1)	A	$1.27(2)	6,562(3)	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

Explanation of Responses:

1. Grant of Restricted Stock that vests in full immediately.

2. Represents the average closing price of the Issuer's Class B common stock during December 2025.

3. Consists of fully vested shares of Restricted Stock.

	Joyce J Mason, by Power of Attorney	01/29/2026
	** 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).
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FAQ

What insider transaction did RFL director Alan Grayson report?

Alan Grayson reported an acquisition of 6,562 shares of Rafael Holdings Class B common stock. The shares were granted as restricted stock that vested immediately on January 28, 2026, and he now holds 6,562 Class B shares directly.

How many Rafael Holdings (RFL) shares did Alan Grayson acquire?

Alan Grayson acquired 6,562 shares of Rafael Holdings Class B common stock. According to the filing, this grant consisted entirely of restricted stock that vested in full immediately, leaving him with 6,562 Class B shares beneficially owned directly after the transaction.

On what date was the Alan Grayson stock grant at Rafael Holdings effective?

The stock grant to Alan Grayson was effective on January 28, 2026. The Form 4 lists this as the transaction date for the 6,562 shares of Class B common stock granted as restricted stock that vested in full immediately upon grant.

What type of Rafael Holdings security did Alan Grayson receive?

Alan Grayson received Class B common stock of Rafael Holdings, with a par value of $0.01 per share. The Form 4 describes the award as a grant of restricted stock that vested in full immediately, totaling 6,562 Class B shares held directly afterward.

What price per share is reported for Alan Grayson’s RFL stock grant?

The filing reports a price of $1.27 per share for Alan Grayson’s stock grant. This amount represents the average closing price of Rafael Holdings’ Class B common stock during December 2025 and is used as the reference value for the 6,562-share restricted stock grant.

Does Alan Grayson directly or indirectly own the reported RFL shares?

Alan Grayson directly owns the reported Rafael Holdings shares. The Form 4 lists his ownership form as “D” for direct, indicating that the 6,562 fully vested Class B common shares are held in his direct beneficial ownership after the January 28, 2026 grant.