JONAS HOWARD S 4

What Happened

• Jonas Howard S., a 10% owner of Rafael Holdings, had 9,826 shares of Class B common stock withheld by the issuer to cover tax withholding related to the vesting of restricted stock. The shares were valued at $1.50 each, totaling $14,764. This was a tax-withholding disposition, not an open-market sale or purchase.

Key Details

• Transaction date: March 13, 2026; Filing date (Form 4): March 17, 2026 (filed within required reporting window).
• Price per share: $1.50; Shares withheld/disposed: 9,826; Total value: $14,764.
• Shares reported after transaction: filing notes 218,365 vested restricted Class B shares and 104,649 unvested restricted Class B shares (total 323,014), with vesting schedule for the unvested portion described in the filing.
• Footnotes: F1 = shares withheld by issuer for tax purposes upon vesting; F2 = breakdown and future vesting schedule of restricted shares; F3 = Reporting person has sole voting/dispositive power over certain Class A shares as manager of the GP.
• Transaction code: F (payment of exercise price or tax liability) — a routine tax withholding action, not a discretionary sale.

Context

• This was a routine tax-withholding event tied to restricted stock vesting (not a market sale or purchase). Tax-withholdings are common and typically do not signal the insider’s market view.
• As a 10% owner, Jonas Howard’s holdings and dispositions are reported under Section 16; footnote F3 clarifies his control over additional Class A shares held through a partnership structure.