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

Rhea-AI Filing Summary

Rafael Holdings, Inc. (RFL) Chief Financial Officer David Polinsky reported a transaction on 09/21/2025 in Class B common stock. The filing shows 1,970 shares were disposed at $1.49 per share, representing shares withheld by the issuer for tax purposes upon the vesting of restricted stock. After the reported transaction, Polinsky beneficially owns 266,105 shares, which include 76,882 shares held directly, 74,223 fully vested restricted shares, and 115,000 unvested restricted shares subject to a defined vesting schedule through January 13, 2029.

The disposition was reported on 09/22/2025 and appears to be a routine tax-withholding action tied to vesting rather than an open-market sale.

Positive

• Retention incentives remain in place: 115,000 unvested restricted shares vesting through 2029 show continued alignment with the company.
• Transaction purpose disclosed: Sale was for tax withholding upon vesting, reducing concern about opportunistic insider selling.

Negative

• Minor reduction in economic ownership: 1,970 shares were disposed at $1.49, lowering immediate free-floating insider shares.
• Concentration of vested and unvested shares: A large block (266,105 shares) remains with the reporting person, which could concentrate insider voting power.

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested restricted shares; beneficial ownership remains concentrated with scheduled vesting.

David Polinsky’s reported disposition of 1,970 Class B shares at $1.49 is explicitly described as shares withheld for taxes upon vesting, indicating this was not an active market sale. His post-transaction beneficial ownership of 266,105 shares is substantial relative to typical insider holdings for a company of this profile and includes sizable unvested awards (115,000 shares) with staggered vesting through 2029. For investors, the filing signals ongoing insider alignment via continued unvested equity rather than a liquidity-driven divestiture.

Corporate Governance Expert

TL;DR: Disclosure is clear and shows retention incentives remain in place through multi-year vesting.

The Form 4 clearly documents the nature of the transaction as tax withholding on restricted stock vesting, which is a routine administrative event. The detailed vesting schedule provided (quarterly and specific dated tranches through 2029) reflects multi-year retention incentives consistent with standard executive compensation practice. There are no indications of accelerated sales or departures in this filing.

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

OMB APPROVAL

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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^*

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)
09/21/2025

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	09/21/2025		F		1,970(1)	D	$1.49	266,105(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, 74,223 fully vested restricted shares and 115,000 unvested restricted shares that vest as follows: 6,250 quarterly from December 21, 2025 through December 21, 2026; 3,750 on September 23, 2025; 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	09/22/2025
	** 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 transaction did David Polinsky report on Form 4 for RFL?

The Form 4 reports a disposition of 1,970 Class B shares on 09/21/2025 at a price of $1.49, described as shares withheld for tax purposes upon vesting.

How many RFL shares does the reporting person beneficially own after the transaction?

After the reported transaction the reporting person beneficially owns 266,105 shares in total.

What portion of the reported ownership is unvested restricted stock?

The filing discloses 115,000 unvested restricted shares with specific vesting dates through January 13, 2029.

Was this an open-market sale or another type of transaction?

The filing states the shares were withheld by the issuer for tax purposes upon vesting, not an open-market sale.

When was the Form 4 filed and who signed it?

The transaction was dated 09/21/2025 and the Form 4 was signed by Joyce J. Mason, by Power of Attorney on 09/22/2025.