[Form 4] Rafael Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rafael Holdings, Inc. (RFL) Chief Financial Officer David Polinsky reported a non-open-market disposition of 1,284 Class B common shares on 09/23/2025 described as shares withheld by the issuer to satisfy tax obligations upon the vesting of restricted stock at an effective price of $1.48 per share. After this withholding, Mr. Polinsky beneficially owns 264,821 shares, consisting of 76,882 shares held directly, 76,689 fully vested restricted shares, and 111,250 unvested restricted shares with specified vesting dates through January 13, 2029. The Form 4 was signed by power of attorney on 09/25/2025.

Positive

• Timely disclosure of insider transaction filed within two days of the transaction date
• Substantial retained ownership with 264,821 shares beneficially owned after withholding
• Multi-year vesting schedule (unvested 111,250 shares through January 13, 2029) aligns executive incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Small tax-withholding disposition; overall insider ownership remains substantial with multi-year vesting schedule.

The reported transaction is a routine, non-open-market disposition where restricted shares were surrendered to satisfy tax withholding. The quantity disposed (1,284 shares) is immaterial relative to the total beneficial ownership of 264,821 shares111,250 unvested shares provides transparency on potential future insider share availability through 2029. No cash sale or open-market transfer is indicated, so immediate market impact is likely negligible.

Corporate Governance Expert

TL;DR: Filing shows standard executive compensation mechanics and timely disclosure under Section 16.

The Form 4 discloses withholding of shares for tax purposes upon restricted stock vesting, a common practice that reduces outstanding holdings without a market sale. The report was executed by power of attorney and filed promptly within two days of the transaction date, indicating compliance with reporting obligations. The multi-year vesting timetable aligns executive incentives with long-term company performance.

09/25/2025 - 02:34 PM

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).

1. Name and Address of Reporting Person^*

Polinsky David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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, par value $.01 per share	09/23/2025		F		1,284(1)	D	$1.48	264,821(2)	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. Represents shares withheld by the Issuer for tax purposes upon the vesting of Restricted Stock.

2. Consists of 76,882 shares held directly, 76,689 fully vested restricted shares and 111,250 unvested restricted shares that vest as follows: 6,250 quarterly from December 21, 2025 through December 21, 2026; 10,000 on each of October 25, 2025, October 25, 2026 and October 25, 2027; and 12,500 on each of January 13, 2026, January 13, 2027, January 13, 2028 and January 13, 2029.

	Joyce J. Mason, by Power of Attorney	09/25/2025
	** 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 transaction did Rafael Holdings (RFL) CFO David Polinsky report on Form 4?

He reported a non-open-market disposition of 1,284 Class B shares on 09/23/2025 representing shares withheld for tax purposes upon restricted stock vesting.

How many Rafael Holdings shares does David Polinsky beneficially own after the reported transaction?

He beneficially owns 264,821 shares, comprising 76,882 directly held shares, 76,689 fully vested restricted shares, and 111,250 unvested restricted shares.

What was the effective price for the shares withheld for taxes?

The withholding occurred at an effective price of $1.48 per share.

When do the unvested restricted shares held by Mr. Polinsky vest?

The 111,250 unvested restricted shares vest on specified dates: quarterly from December 21, 2025 through December 21, 2026 (6,250 shares each), on October 25 of 2025–2027 (10,000 each), and on January 13 of 2026–2029 (12,500 each).

Was the Form 4 signed promptly?

Yes; the form was signed by power of attorney on 09/25/2025, two days after the transaction date.