Rafael Holdings (RFL) CFO logs routine tax-withholding share disposition

Rhea-AI Filing Summary

Rafael Holdings, Inc. Chief Financial Officer David Polinsky reported a tax-related share disposition. On the vesting of restricted stock, 2,318 shares of Class B common stock were withheld by the company to cover tax obligations, rather than being sold on the open market.

After this withholding, Polinsky directly and indirectly holds a total of 301,497 shares, consisting of 76,882 shares held directly, 98,365 fully vested restricted shares and 126,250 unvested restricted shares that vest in scheduled installments through 2030. This filing reflects routine compensation and tax treatment rather than a discretionary trade.

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 NEW JERSEY 07102

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/21/2026		F		2,318(1)	D	$1.275	301,497(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, 98,365 fully vested restricted shares and 126,250 unvested restricted shares that vest as follows: 6,250 quarterly from June 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	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Rafael Holdings (RFL) report for David Polinsky?

The filing shows 2,318 Class B shares were disposed of through withholding for taxes on vested restricted stock. This was a tax-withholding disposition, not an open-market purchase or sale, and reflects routine handling of equity compensation.

Was the Rafael Holdings (RFL) CFO’s Form 4 transaction an open-market sale?

No. The Form 4 states the 2,318 shares were withheld by the issuer for tax purposes upon vesting of restricted stock. This is a mechanical tax payment method, not a discretionary open-market sale of Rafael Holdings shares.

How many Rafael Holdings (RFL) shares does CFO David Polinsky hold after this transaction?

After the tax withholding, David Polinsky is shown holding 301,497 shares of Class B common stock. This includes 76,882 shares held directly, 98,365 fully vested restricted shares and 126,250 unvested restricted shares subject to future vesting dates.

What types of Rafael Holdings (RFL) equity make up the CFO’s reported holdings?

The holdings comprise 76,882 directly held shares, 98,365 fully vested restricted shares, and 126,250 unvested restricted shares. The unvested awards vest in quarterly and annual tranches between June 2026 and January 2030, subject to continued service conditions.

How do the unvested Rafael Holdings (RFL) restricted shares vest for the CFO?

Unvested restricted shares totaling 126,250 vest on a set schedule: 6,250 quarterly from June 21, 2026 through December 21, 2026, 10,000 on each of October 25, 2026 and 2027, 25,000 on each of January 13, 2027, 2028 and 2029, and 12,500 on January 30, 2030.