Rafael Holdings CEO granted 54,945 restricted shares

JONAS HOWARD S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

JONAS HOWARD S reported acquisition or exercise transactions in this Form 4 filing.

Rafael Holdings executive Howard S. Jonas received a grant of 54,945 restricted Class B Common shares on July 29, 2026 at $2.73 per share. The award vests in four tranches between September 13, 2026 and June 13, 2027.

After this grant he holds 512,030 Class B shares directly, consisting of 239,228 vested and 272,802 unvested restricted shares, with additional tranches scheduled to vest through January 13, 2030. He also reports indirect holdings of Class A and Class B shares through The Jonas Foundation, multiple trusts, and limited partnerships over which he has varying degrees of control.

Insider Trade Summary

Grant/Award: 54,945 shares

Grant/Award 7 txns

Insider JONAS HOWARD S

Role Exec Chairman, CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock, $.01 par value per share F1, F2	54,945	$2.73	$150K
holding	Class B Common Stock, $.01 par value per share	--	--	--
holding	Class B Common Stock, $.01 par value per share	--	--	--
holding	Class B Common Stock, $.01 par value per share	--	--	--
holding	Class B Common Stock, $.01 par value per share	--	--	--
holding	Class B Common Stock, $.01 par value per share	--	--	--
holding	Class A Common Stock, $.01 par value per share F3	--	--	--

Holdings After Transaction: Class B Common Stock, $.01 par value per share — 512,030 shares (Direct); Class B Common Stock, $.01 par value per share — 98,820 shares (Indirect, By The Jonas Foundation); Class B Common Stock, $.01 par value per share — 563,538 shares (Indirect, By Debbie Y. Jonas 2018 Dynasty Trust); Class B Common Stock, $.01 par value per share — 12,299,207 shares (Indirect, By HSJ 2019 Remainder Trust); Class B Common Stock, $.01 par value per share — 457,031 shares (Indirect, By Genie A Partners, L.P.); Class B Common Stock, $.01 par value per share — 324,219 shares (Indirect, IDT A Partners, L.P.); Class A Common Stock, $.01 par value per share — 787,163 shares (Indirect, By Rafael A Partners, L.P.)

Footnotes (3)

1. F1. Grant of Restricted Stock that vests as follows: 13,737 on September 13, 2026 and 13,736 on each of December 13, 2026, March 13, 2027 and June 13, 2027.
2. F2. Consists of 239,228 vested restricted shares of Class B Common Stock and 272,802 unvested restricted shares of Class B Common Stock that shall vest as follows: 49,452 shall vest on September 13, 2026; 49,450 shall vest on each of December 13, 2026, March 13, 2027 and June 13, 2027; and 18,750 shall vest on each of January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.
3. F3. The Reporting Person is the sole manager of the sole general partner of the limited partnership and, therefore, has sole voting and dispositive power over the shares of Class A common stock held by the limited partnership.

Key Figures

Restricted Class B shares granted: 54945.0000 shares Grant price per share: $2.7300 per share Direct Class B holdings after grant: 512030.0000 shares +5 more

8 metrics

Restricted Class B shares granted 54945.0000 shares Grant of restricted Class B Common Stock on July 29, 2026

Grant price per share $2.7300 per share Price used for the July 29, 2026 restricted stock grant

Direct Class B holdings after grant 512030.0000 shares Class B Common Stock held directly following the reported acquisition

Vested restricted Class B shares 239,228 shares Portion of direct Class B holdings described as vested restricted shares

Unvested restricted Class B shares 272,802 shares Unvested restricted Class B shares scheduled to vest between 2026 and 2030

Class B via HSJ 2019 Remainder Trust 12299207.0000 shares Indirect Class B holdings reported through HSJ 2019 Remainder Trust

Class B via The Jonas Foundation 98820.0000 shares Indirect Class B holdings reported through The Jonas Foundation

Class A via Rafael A Partners, L.P. 787163.0000 shares Indirect Class A holdings where Jonas has sole voting and dispositive power

Key Terms

Restricted Stock, Dynasty Trust, Remainder Trust, dispositive power

4 terms

Restricted Stock financial

"Grant of Restricted Stock that vests as follows: 13,737 on September 13, 2026"

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.

Dynasty Trust financial

"nature_of_ownership: By Debbie Y. Jonas 2018 Dynasty Trust"

Remainder Trust financial

"nature_of_ownership: By HSJ 2019 Remainder Trust"

dispositive power regulatory

"has sole voting and dispositive power over the shares of Class A common stock"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

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

What insider transaction did Howard S. Jonas report for Rafael Holdings (RFL)?

Howard S. Jonas reported a grant of 54,945 restricted Class B shares at $2.73 per share. The grant, dated July 29, 2026, is restricted stock that vests in four installments between September 13, 2026 and June 13, 2027, as disclosed in the footnotes.

How many Rafael Holdings (RFL) Class B shares does Howard S. Jonas hold directly after the grant?

After the grant, Howard S. Jonas directly holds 512,030 Class B Common shares. Footnotes explain this consists of 239,228 vested restricted shares and 272,802 unvested restricted shares, with the unvested balance scheduled to vest in multiple tranches through January 13, 2030.

What is the vesting schedule of the new restricted stock grant at Rafael Holdings (RFL)?

The new grant of 54,945 restricted Class B shares vests in four equal-time tranches. 13,737 shares vest on September 13, 2026, and 13,736 shares vest on each of December 13, 2026, March 13, 2027, and June 13, 2027, according to the disclosure.

What unvested restricted Class B shares does Howard S. Jonas hold in Rafael Holdings (RFL)?

Howard S. Jonas holds 272,802 unvested restricted Class B shares. These are scheduled to vest in tranches, including 49,452 shares on September 13, 2026; 49,450 shares on several dates through June 13, 2027; and 18,750 shares on January 13 of 2027, 2028, 2029, and 2030.

What indirect Rafael Holdings (RFL) shareholdings are associated with Howard S. Jonas?

Indirectly, Howard S. Jonas reports Class B holdings through entities including The Jonas Foundation (98,820 shares) and the HSJ 2019 Remainder Trust (12,299,207 shares). He also reports 787,163 Class A shares held by Rafael A Partners, L.P., where he has sole voting and dispositive power.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/31/2026 - 04:55 PM Accepted by SEC EDGAR 07/31/2026 - 04:54 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^*

JONAS HOWARD S

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Exec Chairman, CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026

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, $.01 par value per share	07/29/2026		A		54,945(1)	A	$2.73	512,030(2)	D
Class B Common Stock, $.01 par value per share								98,820	I	By The Jonas Foundation
Class B Common Stock, $.01 par value per share								563,538	I	By Debbie Y. Jonas 2018 Dynasty Trust
Class B Common Stock, $.01 par value per share								12,299,207	I	By HSJ 2019 Remainder Trust
Class B Common Stock, $.01 par value per share								457,031	I	By Genie A Partners, L.P.
Class B Common Stock, $.01 par value per share								324,219	I	IDT A Partners, L.P.
Class A Common Stock, $.01 par value per share								787,163	I	By Rafael A Partners, L.P.(3)

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. Grant of Restricted Stock that vests as follows: 13,737 on September 13, 2026 and 13,736 on each of December 13, 2026, March 13, 2027 and June 13, 2027.

2. Consists of 239,228 vested restricted shares of Class B Common Stock and 272,802 unvested restricted shares of Class B Common Stock that shall vest as follows: 49,452 shall vest on September 13, 2026; 49,450 shall vest on each of December 13, 2026, March 13, 2027 and June 13, 2027; and 18,750 shall vest on each of January 13, 2027, January 13, 2028, January 13, 2029 and January 13, 2030.

3. The Reporting Person is the sole manager of the sole general partner of the limited partnership and, therefore, has sole voting and dispositive power over the shares of Class A common stock held by the limited partnership.

	Joyce J. Mason, by Power of Attorney	07/31/2026
	** 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)