Director Markus Sieger receives 29,528 Rafael Holdings (RFL) shares

Rhea-AI Filing Summary

Rafael Holdings director Markus Sieger received a grant of 29,528 shares of Class B common stock on January 28, 2026. The award was structured as restricted stock that, according to the footnotes, vests in full immediately rather than over time.

The grant was valued using an average price of $1.27 per share, based on the issuer’s December 2025 closing prices. Following this equity award, Sieger beneficially owns a total of 219,710 Class B shares, consisting of 29,528 fully vested restricted shares and 190,182 shares held directly.

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^*

Sieger Markus

(Last) (First) (Middle)

C/O RAFAEL HOLDINGS, INC.

520 BROAD STREET

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		A		29,528(1)	A	$1.27(2)	219,710(3)	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. Grant of Restricted Stock that vests in full immediately.

2. Represents the average closing price of the Issuer's Class B common stock during December 2025.

3. Consists of 29,528 fully vested shares of Restricted Stock and 190,182 shares held directly.

	Joyce J. Mason, by Power of Attorney	01/30/2026
	** 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 transaction did Rafael Holdings (RFL) report for Markus Sieger?

Rafael Holdings reported that director Markus Sieger received a grant of 29,528 Class B common shares on January 28, 2026. The filing shows this as an acquisition of restricted stock that vests immediately, increasing his overall beneficial ownership in the company.

How many Rafael Holdings (RFL) shares does Markus Sieger own after the grant?

After the grant, Markus Sieger beneficially owns 219,710 shares of Rafael Holdings Class B stock. Footnotes explain this total includes 29,528 fully vested restricted shares and 190,182 shares held directly, all reported as directly owned by the director.

What type of equity award did Rafael Holdings (RFL) give to Markus Sieger?

Rafael Holdings granted Markus Sieger restricted stock covering 29,528 Class B shares. A footnote states the restricted stock vests in full immediately, meaning there is no multi-year vesting schedule and the shares become fully owned upon grant.

At what price was Markus Sieger’s Rafael Holdings (RFL) stock grant valued?

The grant was valued using an average share price of $1.27 for Rafael Holdings Class B stock. A footnote clarifies this represents the average closing price of the Class B shares during December 2025, providing a basis for the award’s valuation.

Is Markus Sieger’s Rafael Holdings (RFL) ownership direct or indirect?

The filing reports Markus Sieger’s 219,710 Class B shares as held with direct ownership. Footnotes specify this total consists of 29,528 fully vested restricted shares and 190,182 shares held directly, with no referenced intermediary entities.

What role does Markus Sieger hold at Rafael Holdings (RFL)?

The reporting person, Markus Sieger, is identified as a director of Rafael Holdings. The Form 4’s relationship section indicates he is not listed as an officer or 10% owner, but as a board member receiving this stock-based compensation.