Polinsky David 4

What Happened
David Polinsky, Chief Financial Officer of Rafael Holdings, had 2,318 restricted shares withheld by the issuer to cover tax withholding upon vesting. The withholding was recorded at $1.27 per share for a total value of $2,955. This is an administrative tax-withholding event (code F), not an open-market sale or purchase.

Key Details

• Transaction date: March 21, 2026; reported on Form 4 filed March 24, 2026 (timely filing).
• Transaction: 2,318 shares withheld for tax purposes at $1.27/share; total value $2,955. (Code F — tax withholding on vesting.)
• Beneficial ownership after transaction (per footnote): 301,497 shares total — 76,882 held directly, 98,365 fully vested restricted shares, and 126,250 unvested restricted shares.
• Unvested restricted-share schedule (per footnote): 6,250 quarterly from June 21, 2026 through Dec 21, 2026; 10,000 on Oct 25, 2026 and Oct 25, 2027; 25,000 on Jan 13 of 2027, 2028, and 2029; and 12,500 on Jan 30, 2030.
• Footnote F1: confirms shares were withheld by the issuer for tax purposes upon vesting. No 10b5-1 or other trading plan noted.

Context
Withholdings on vesting are routine administrative actions to satisfy tax obligations and do not reflect an insider selling shares on the market. Purchases or open-market sales are generally more informative about insider sentiment than withholding transactions.