Rafael Holdings (RFL) director receives 39,370 fully vested Class B shares

Rhea-AI Filing Summary

Rafael Holdings director receives restricted stock grant. Director Michael J. Weiss was awarded 39,370 shares of Rafael Holdings Class B common stock on January 28, 2026, reported as an acquisition transaction.

The grant is in the form of restricted stock that vests in full immediately, meaning the shares are fully earned at the grant date. The filing values the award at an average price of $1.27 per share, based on the issuer’s average December 2025 closing price. Following this grant, Weiss directly beneficially owns 141,861 shares of Class B common stock, consisting entirely of 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^*

WEISS MICHAEL J

(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		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)	141,861(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
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FAQ

What insider transaction did Rafael Holdings (RFL) report on this Form 4?

Rafael Holdings reported a grant of 39,370 shares of Class B common stock to director Michael J. Weiss. The award is structured as restricted stock that vests in full immediately, increasing his directly held, fully vested stake in the company’s Class B shares.

Who is the insider involved in the January 28, 2026 RFL stock grant?

The insider is Michael J. Weiss, a director of Rafael Holdings. He received 39,370 shares of Class B common stock as restricted stock, which vests immediately. After this grant, he directly beneficially owns 141,861 fully vested Class B shares of the company.

How many Rafael Holdings shares did Michael J. Weiss receive and at what price reference?

Michael J. Weiss received 39,370 shares of Class B common stock. The filing cites a value of $1.27 per share, based on the average closing price of Rafael Holdings’ Class B common stock during December 2025, as noted in the footnotes to the transaction.

What type of equity award did Rafael Holdings grant to director Michael J. Weiss?

Rafael Holdings granted restricted stock to director Michael J. Weiss. The award consists of 39,370 Class B shares that vest in full immediately, meaning there is no ongoing vesting schedule. The filing states these holdings now consist of fully vested restricted stock shares.

How many Rafael Holdings (RFL) shares does Michael J. Weiss own after this Form 4 transaction?

After the reported transaction, Michael J. Weiss beneficially owns 141,861 shares of Rafael Holdings Class B common stock. The Form 4 indicates this amount is held directly and consists entirely of fully vested restricted stock following the immediate vesting of the new grant.

Is the January 28, 2026 Rafael Holdings stock grant to Michael J. Weiss immediately vested?

Yes. The footnotes clarify the 39,370-share grant is restricted stock that vests in full immediately. As a result, the entire award is fully vested upon grant, and Weiss’s reported 141,861 Class B shares are all fully vested restricted stock holdings.