Rafael Holdings (NYSE: RFL) CEO details restricted stock tax share withholding

Rhea-AI Filing Summary

Rafael Holdings, Inc. reported that a director and 10% owner who also serves as executive chairman, CEO and president had 9,867 shares of Class B common stock withheld on 12/13/2025. These shares were retained by the company to cover taxes upon the vesting of restricted stock, at a price of $1.4975 per share.

After this tax withholding, the insider directly beneficially owns 257,840 shares of Class B common stock. This consists of 198,542 vested restricted shares and 59,298 unvested restricted shares scheduled to vest in two equal installments of 29,649 shares on March 13, 2026 and June 13, 2026. The insider also reports additional indirect holdings through several trusts and limited partnerships, including large positions such as 12,299,207 Class B shares held by the HSJ 2019 Remainder Trust.

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^*

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)
12/13/2025

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, $.01 par value per share	12/13/2025		F		9,867(1)	D	$1.4975	257,840(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. Represents shares withheld by the Issuer for tax purposes upon the vesting of Restricted Stock.

2. Consists of 198,542 vested restricted shares of Class B Common Stock and 59,298 unvested restricted shares of Class B Common Stock that shall vest as follows: 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	12/16/2025
	** 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 stock transaction did Rafael Holdings (RFL) report in this filing?

The company reported that a director and 10% owner who is also executive chairman, CEO and president had 9,867 shares of Class B common stock withheld on 12/13/2025. According to the notes, these shares were withheld by Rafael Holdings to satisfy tax obligations upon the vesting of restricted stock.

At what price were the withheld Rafael Holdings (RFL) shares valued for the tax transaction?

The 9,867 Class B common shares withheld for taxes were valued at $1.4975 per share in the reported transaction.

How many Rafael Holdings (RFL) shares does the insider own directly after this transaction?

Following the reported withholding, the insider directly beneficially owns 257,840 shares of Rafael Holdings Class B common stock. The notes explain this consists of 198,542 vested restricted shares and 59,298 unvested restricted shares.

When will the remaining unvested Rafael Holdings restricted shares vest?

The filing states that the remaining 59,298 unvested restricted shares of Class B common stock are scheduled to vest in two equal installments. 29,649 shares will vest on March 13, 2026, and another 29,649 shares will vest on June 13, 2026.

What roles does the reporting person hold at Rafael Holdings (RFL)?

The reporting person is identified as a director, a 10% owner, and an officer of Rafael Holdings, serving as executive chairman, CEO and president.

What indirect Rafael Holdings shareholdings are reported for this insider?

The insider reports several indirect holdings, including 98,820 Class B shares held by The Jonas Foundation, 563,538 Class B shares held by the Debbie Y. Jonas 2018 Dynasty Trust, 12,299,207 Class B shares held by the HSJ 2019 Remainder Trust, 457,031 Class B shares held by Genie A Partners, L.P., 324,219 shares held by IDT A Partners, L.P., and 787,163 Class A shares held by Rafael A Partners, L.P.

What is the insiders relationship to Rafael A Partners, L.P. in this Rafael Holdings (RFL) filing?

The notes state that the reporting person 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 787,163 shares of Class A common stock held by that limited partnership.