JONAS HOWARD S 4

What Happened
Jonas Howard S, a 10% owner of Rafael Holdings, received a grant of 142,857 restricted shares of Class B common stock on June 13, 2026 at a $1.75 per-share grant price (total value $250,000). Simultaneously, 8,786 shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting (disposed at $2.33 per share, ~$20,471). The grant is an award/acquisition (A); the withholding is reported as a tax-related disposition (F).

Key Details

• Transaction date: June 13, 2026; Form 4 filed June 16, 2026 (appears timely).
• Grant: 142,857 shares @ $1.75 = $250,000 (code A).
• Withholding/tax disposition: 8,786 shares @ $2.33 = $20,471 (code F).
• Shares owned after the transaction (per filing footnotes): 239,228 vested Class B shares + 217,857 unvested Class B shares = 457,085 total Class B shares.
• Vesting schedule (per footnotes): the new 142,857-share grant vests in four installments — 35,715 on Sept 13, 2026 and 35,714 on each of Dec 13, 2026, Mar 13, 2027 and Jun 13, 2027. Additional previously granted unvested shares (75,000) vest 18,750 on each Jan 13 of 2027–2030.
• Footnotes: F1 = shares withheld for tax upon vesting; F3/F4 describe the specific vesting cadence; F5 notes the reporting person has sole voting and dispositive power over certain Class A shares as manager of the general partner.

Context
This filing reflects a restricted stock award (an acquisition) rather than an open-market purchase or sale. The 8,786-share disposition was a routine issuer withholding to cover taxes on vested awards, not an independent sale. As a 10% owner, Howard’s activity reflects compensation/vesting mechanics and ownership changes rather than short-term trading by an unrelated investor.