Rafael Holdings CFO shares withheld for taxes

Rafael Holdings, Inc. Chief Financial Officer David Polinsky reported a routine tax-related share withholding.

Rhea-AI Filing Summary

Rafael Holdings, Inc. Chief Financial Officer David Polinsky reported a routine tax-related share withholding. On the vesting of restricted stock, the company withheld 2,386 shares of Class B common stock at $2.635 per share to cover tax obligations, rather than selling shares in the open market.

After this withholding, Polinsky directly and through restricted stock holds a total of 299,111 Class B shares. This includes 76,882 shares held outright, 102,229 fully vested restricted shares, and 120,000 unvested restricted shares scheduled to vest in tranches through 2030.

Insider Trade Summary

Exercise Price or Tax Liability: 2,386 shares

Exercise Price or Tax Liability 1 txn

Insider Polinsky David

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class B Common Stock, par value $.01 per share	2,386	$2.635	$6K

Holdings After Transaction: Class B Common Stock, par value $.01 per share — 299,111 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld by the Issuer for tax purposes upon the vesting of Restricted Stock.
2. F2. Consists of 76,882 shares held directly, 102,229 fully vested restricted shares and 120,000 unvested restricted shares that vest as follows: 6,250 on each of September 21, 2026 and 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.

Key Figures

Shares withheld for taxes: 2,386 shares Withholding price: $2.635 per share Total shares after transaction: 299,111 shares +3 more

6 metrics

Shares withheld for taxes 2,386 shares Class B common stock withheld for tax on restricted stock vesting

Withholding price $2.635 per share Value used for tax-withholding disposition

Total shares after transaction 299,111 shares CFO holdings following tax withholding

Directly held shares 76,882 shares Shares held outright by CFO

Fully vested restricted shares 102,229 shares Restricted stock already vested

Unvested restricted shares 120,000 shares Restricted stock vesting in tranches through 2030

Key Terms

tax-withholding disposition, Restricted Stock, unvested restricted shares, vesting

4 terms

tax-withholding disposition financial

"classified as a tax-withholding disposition, not an open-market sale"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Restricted Stock financial

"for tax purposes upon the vesting of Restricted Stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

unvested restricted shares financial

"120,000 unvested restricted shares that vest as follows"

vesting financial

"unvested restricted shares that vest as follows"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Rafael Holdings (RFL) disclose for its CFO?

Rafael Holdings reported that CFO David Polinsky had 2,386 Class B shares withheld to satisfy taxes on restricted stock vesting. This is classified as a tax-withholding disposition, not an open-market sale or purchase of shares.

Did the Rafael Holdings (RFL) CFO sell shares in the market in this Form 4?

No, the Form 4 shows a tax-withholding disposition, not a market sale. Shares were withheld by the company at $2.635 per share to cover taxes due when restricted stock vested for the CFO.

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

Following the tax withholding, CFO David Polinsky holds 299,111 Class B shares in total. This position includes directly held stock, fully vested restricted shares, and unvested restricted shares scheduled to vest over several future dates.

What portion of the Rafael Holdings (RFL) CFO’s holdings was affected by tax withholding?

Only 2,386 Class B shares were withheld for taxes on restricted stock vesting. This is a small fraction of the CFO’s 299,111 total shares, indicating a routine compensation-related adjustment rather than a major position change.

How are the Rafael Holdings (RFL) CFO’s restricted shares scheduled to vest?

The CFO has 120,000 unvested restricted shares vesting in tranches between 2026 and 2030. Specific vesting dates include several installments in 2026, 2027, 2028, 2029 and a final tranche on January 30, 2030.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 03:32 PM Learn about SEC filing dates

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 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)
06/21/2026

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	06/21/2026		F		2,386(1)	D	$2.635	299,111(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, 102,229 fully vested restricted shares and 120,000 unvested restricted shares that vest as follows: 6,250 on each of September 21, 2026 and 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	06/23/2026
	** 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)