Director Mark N. Stein receives 39,370 Rafael Holdings (RFL) shares

Rhea-AI Filing Summary

Rafael Holdings director Mark N. Stein received a grant of 39,370 shares of Class B common stock as restricted stock that vests in full immediately. The grant was effective on January 28, 2026 at a reference value of $1.27 per share, based on the average closing price during December 2025.

Following this equity award, Stein beneficially owns 50,845 shares of Rafael Holdings Class B common stock in direct ownership, all described as fully vested restricted stock.

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^*

STEIN MARK N

(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		39,370(1)	A	$1.27(2)	50,845(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.
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FAQ

What insider transaction did Rafael Holdings (RFL) disclose for Mark N. Stein?

Rafael Holdings reported that director Mark N. Stein received a grant of 39,370 shares of Class B common stock as restricted stock. The award vests in full immediately, meaning the shares are fully owned and no future vesting schedule applies.

How many Rafael Holdings (RFL) shares does Mark N. Stein own after this grant?

After the reported grant, director Mark N. Stein beneficially owns 50,845 shares of Rafael Holdings Class B common stock. The Form 4 states these shares consist of fully vested restricted stock held under direct ownership.

What was the price used for Mark N. Stein’s Rafael Holdings (RFL) stock grant?

The restricted stock grant to Mark N. Stein used a value of $1.27 per share. This amount represents the average closing price of Rafael Holdings’ Class B common stock during December 2025, as disclosed in the filing footnotes.

What type of equity award did Rafael Holdings (RFL) give director Mark N. Stein?

Rafael Holdings granted restricted stock to director Mark N. Stein, covering 39,370 shares of Class B common stock. The footnotes specify that this restricted stock vests in full immediately, so the award is fully vested upon grant.

Is Mark N. Stein’s Rafael Holdings (RFL) share ownership direct or indirect?

The Form 4 reports direct ownership for Mark N. Stein’s holdings in Rafael Holdings. After the transaction, he holds 50,845 Class B common shares directly, with no separate entity or indirect ownership structure indicated in the filing.