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RFL Form 4: CFO David Polinsky Retains 268,075 Shares After Tax Withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rafael Holdings (RFL) Form 4 filing – CFO David Polinsky reported a routine tax-withholding transaction on 06/21/2025. The company withheld 2,347 Class B common shares, valued at $1.595 per share, to cover statutory taxes triggered by the vesting of restricted stock units. The filing is coded “F,” confirming the shares were not sold in the open market but surrendered to the issuer. Following the transaction, the CFO continues to beneficially own 268,075 Class B shares, comprising 76,882 shares held outright, 69,943 vested restricted shares, and 121,250 unvested restricted shares that will vest in scheduled tranches through 01/13/2029. No new shares were acquired and no open-market sale was executed; the transaction has no direct cash impact and does not signal a change in insider sentiment. The filing maintains broad insider alignment, as the CFO retains a meaningful equity stake worth roughly $0.43 million at the reported price. Overall, the Form 4 appears administratively routine with negligible impact on the company’s capital structure or market perception.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Administrative tax-withholding; no buy/sell signal, CFO still holds sizable stake—neutral for investors.

The “F” code denotes shares relinquished solely to satisfy tax obligations on vested RSUs. Because no open-market transaction occurred, liquidity, float and insider sentiment remain unchanged. Post-event ownership of 268,075 shares (≈2.7% of basic shares outstanding) keeps the CFO strongly aligned with shareholders. The modest share count involved (≈0.02% of outstanding) and low dollar value (~$3.7 k) render the filing immaterial to valuation or trading dynamics. I classify the disclosure as housekeeping rather than a market-moving event.

Insider Polinsky David
Role Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Class B Common Stock, par value $.01 per share 2,347 $1.595 $4K
Holdings After Transaction: Class B Common Stock, par value $.01 per share — 268,075 shares (Direct)
Footnotes (1)
  1. Represents shares withheld by the Issuer for tax purposes upon the vesting of Restricted Stock. Consists of 76,882 shares held directly, 69,943 fully vested restricted shares and 121,250 unvested restricted shares that vest as follows: 6,250 quarterly from September 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
06/21/2025
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 06/21/2025 F 2,347(1) D $1.595 268,075(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, 69,943 fully vested restricted shares and 121,250 unvested restricted shares that vest as follows: 6,250 quarterly from September 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 06/24/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What type of insider transaction did Rafael Holdings (RFL) report on 06/21/2025?

The Form 4 shows an “F” code tax-withholding where 2,347 shares were surrendered to cover taxes on vested restricted stock.

How many shares does CFO David Polinsky own after the Form 4 filing?

He beneficially owns 268,075 Class B common shares following the transaction.

Was there an open-market sale or purchase by the CFO?

No. The transaction involved ; no open-market sale or purchase occurred.

What price per share was applied to the withheld shares?

The shares were valued at $1.595 each for tax-withholding purposes.

When will the remaining unvested restricted shares vest?

The 121,250 unvested RSUs vest between 09/21/2025 and 01/13/2029 in predefined quarterly and annual tranches.