Rafael Holdings (NYSE: RFL) CFO awarded 50K restricted shares

Rhea-AI Filing Summary

Rafael Holdings, Inc. Chief Financial Officer David Polinsky reported two Class B common stock transactions dated January 13, 2026. The company withheld 4,865 shares at $1.2485 per share to cover taxes upon the vesting of restricted stock. He also received a grant of 50,000 restricted shares at $1.2485 per share, which vest in stages from January 13, 2027 through January 13, 2030. After these transactions, he beneficially owns 303,815 Class B shares, consisting of 76,882 shares held directly, 94,433 fully vested restricted shares, and 132,500 unvested restricted shares scheduled to vest between March 21, 2026 and January 30, 2030.

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^*

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)
01/13/2026

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	01/13/2026		F		4,865(1)	D	$1.2485	253,815(2)	D
Class B Common Stock, par value $.01 per share	01/13/2026		A		50,000(3)	A	$1.2485	303,815(4)	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, 94,433 fully vested restricted shares and 82,500 unvested restricted shares that vest as follows: 6,250 quarterly from March 21, 2026 through December 21, 2026; 10,000 on each of October 25, 2026 and October 25, 2027; and 12,500 on each of January 13, 2027, January 13, 2028 and January 13, 2029.

3. Grant of Restricted Stock that vests as follows: 12,500 shares on each of January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.

4. Consists of 76,882 shares held directly, 94,433 fully vested restricted shares and 132,500 unvested restricted shares that vest as follows: 6,250 quarterly from March 21, 2026 through December 21, 2026; 10,000 on each of October 25, 2026 and October 25, 2027; 25,000 on each of January 13, 2027, January 13, 2028 and January 13, 2029; and 12,500 on January 30, 2030.

	Joyce J. Mason, by Power of Attorney	01/15/2026
	** 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 transactions did Rafael Holdings (RFL) report for its CFO on January 13, 2026?

Rafael Holdings Chief Financial Officer David Polinsky reported two transactions on January 13, 2026: the company withheld 4,865 Class B shares at $1.2485 per share for taxes upon restricted stock vesting, and he received a grant of 50,000 restricted Class B shares at $1.2485 per share.

How many Rafael Holdings (RFL) shares does the CFO own after these Form 4 transactions?

Following the reported transactions, Chief Financial Officer David Polinsky beneficially owns 303,815 shares of Rafael Holdings Class B common stock, including shares held directly and both fully vested and unvested restricted shares.

What does the 4,865-share transaction on Rafael Holdings (RFL) Form 4 represent?

The 4,865 shares reported with transaction code F represent shares withheld by Rafael Holdings to cover tax obligations upon the vesting of restricted stock, at a value of $1.2485 per share.

What are the key terms of the 50,000-share restricted stock grant to the Rafael Holdings (RFL) CFO?

The Form 4 reports a grant of 50,000 restricted Class B shares to Chief Financial Officer David Polinsky at $1.2485 per share. These restricted shares vest in four equal installments of 12,500 shares on each of January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.

How is the Rafael Holdings (RFL) CFO’s beneficial ownership of restricted shares structured after the grant?

After the transactions, Chief Financial Officer David Polinsky holds 76,882 shares directly, 94,433 fully vested restricted shares, and 132,500 unvested restricted shares. The unvested restricted shares are scheduled to vest between March 21, 2026 and January 30, 2030 in specified quarterly and annual installments.

Is the Rafael Holdings (RFL) CFO’s ownership reported on the Form 4 direct or indirect?

The Form 4 lists Chief Financial Officer David Polinsky as holding the reported Class B common shares with direct (D) ownership, with no separate entity or indirect ownership structure noted in the filing.