Form 4: Rafael Holdings CEO Sells Shares for Tax Purposes

Rafael Holdings' Executive Chairman, CEO, and 10% owner, Howard S. Jonas, reported the disposition of 9,905 Class B Common Stock shares for tax withholding purposes.

Summary

• Howard S. Jonas, Executive Chairman, CEO, President, Director, and 10% Owner of Rafael Holdings, Inc. (RFL), reported a transaction on September 13, 2025.
• The transaction involved the disposition of 9,905 shares of Class B Common Stock, $.01 par value per share, at a price of $1.345 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 267,707 shares of Class B Common Stock, consisting of 178,760 vested and 88,947 unvested restricted shares.
• The unvested shares are scheduled to vest in three equal installments of 29,649 shares on December 13, 2025, March 13, 2026, and June 13, 2026.
• Mr. Jonas also indirectly beneficially owns a significant number of shares through various entities, including The Jonas Foundation (98,820 Class B shares), Debbie Y. Jonas 2018 Dynasty Trust (563,538 Class B shares), HSJ 2019 Remainder Trust (12,299,207 Class B shares), Genie A Partners, L.P. (457,031 Class B shares), IDT A Partners, L.P. (324,219 Class B shares), and Rafael A Partners, L.P. (787,163 Class A shares).
• He has sole voting and dispositive power over the shares held by Rafael A Partners, L.P. as the sole manager of its sole general partner.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving shares withheld for tax purposes upon vesting of restricted stock, which is a neutral event with no direct positive or negative implications for the company's operational or financial outlook.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine tax-related transaction and does not reflect a change in the company's fundamentals or the insider's long-term investment thesis.

Next Steps

• 29,649 unvested restricted shares of Class B Common Stock are scheduled to vest on December 13, 2025.
• 29,649 unvested restricted shares of Class B Common Stock are scheduled to vest on March 13, 2026.
• 29,649 unvested restricted shares of Class B Common Stock are scheduled to vest on June 13, 2026.

Key Dates

Recommendation

The filing details a routine insider transaction where shares were withheld for tax purposes upon vesting of restricted stock. This is a common occurrence and does not indicate a change in the company's fundamentals or the insider's long-term view, thus a 'hold' recommendation is appropriate.

Keywords

Rafael Holdings, RFL, Form 4, Insider Transaction, Howard S. Jonas, Stock Sale, Tax Withholding, Restricted Stock