Form 4: Rafael Holdings CEO Reports Routine Stock Disposition

Howard S. Jonas, Executive Chairman, CEO, and President of Rafael Holdings, Inc., reported a disposition of 9,867 Class B Common Stock shares for tax purposes upon restricted stock vesting.

Summary

• Howard S. Jonas, Executive Chairman, CEO & President of Rafael Holdings, Inc. (RFL), reported a transaction on December 13, 2025.
• The transaction involved the disposition of 9,867 shares of Class B Common Stock, $.01 par value per share, at a price of $1.4975 per share.
• These shares were withheld by the Issuer for tax purposes upon the vesting of Restricted Stock.
• Following this transaction, Mr. Jonas directly beneficially owns 257,840 shares of Class B Common Stock, consisting of 198,542 vested and 59,298 unvested restricted shares.
• The unvested shares are scheduled to vest in two equal tranches of 29,649 shares on March 13, 2026, and June 13, 2026.
• Mr. Jonas also indirectly beneficially owns a significant number of Class B and Class A Common Stock shares through various trusts and partnerships.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction (shares withheld for tax purposes upon vesting) and does not indicate any significant positive or negative sentiment regarding the company's performance or outlook.

Positives

• The vesting of restricted stock indicates that performance or time-based conditions were met, aligning management's interests with shareholders.

Future Outlook

The filing does not provide any forward-looking statements or guidance beyond the scheduled vesting dates for restricted stock.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically a tax-related disposition upon restricted stock vesting. It does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• The filing discloses indirect beneficial ownership through various entities including The Jonas Foundation, Debbie Y. Jonas 2018 Dynasty Trust, HSJ 2019 Remainder Trust, Genie A Partners, L.P., and IDT A Partners, L.P., and Rafael A Partners, L.P. The reporting person is the sole manager of the sole general partner of Rafael A Partners, L.P., giving him sole voting and dispositive power over those shares.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes related to executive compensation. It does not signal a change in management's confidence or strategic direction.

Next Steps

• 29,649 unvested restricted shares of Class B Common Stock are scheduled to vest on March 13, 2026.
• An additional 29,649 unvested restricted shares of Class B Common Stock are scheduled to vest on June 13, 2026.

Key Dates

Keywords

Rafael Holdings, RFL, Howard S. Jonas, Form 4, Insider Transaction, Stock Vesting, Class B Common Stock, Executive Chairman, CEO, President