Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * JONAS HOWARD S 2. Issuer Name and Ticker or Trading Symbol Rafael Holdings, Inc. [RFL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec Chairman, CEO & President (Last) (First) (Middle) C/O RAFAEL HOLDINGS, INC., 520 BROAD ST 3. Date of Earliest Transaction (Month/Day/Year) 06/05/2025 (Street) NEWARK, NJ 07102 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock, $.01 par value per share 06/05/2025 P 457,031(1) A $1.28 457,031 I By Genie A Partners, L.P. Class B Common Stock, $.01 par value per share 06/05/2025 P 324,219(1) A $1.28 324,219 I IDT A Partners, L.P. Class B Common Stock, $.01 par value per share 06/05/2025 P 12,299,207(1) A $1.28 12,299,207 I By HSJ 2019 Remainder Trust Class B Common Stock, $.01 par value per share 159,016(2) D Class B Common Stock, $.01 par value per share 98,820 I By The Jonas Foundation Class B Common Stock, $.01 par value per share 563,538 I By Debbie Y. Jonas 2018 Dynasty Trust Class A Common Stock, $.01 par value per share 787,163 I By Rafael A Partners, L.P.(3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JONAS HOWARD S C/O RAFAEL HOLDINGS, INC. 520 BROAD ST NEWARK, NJ 07102	X	X	Exec Chairman, CEO & President

Signatures

Joyce J. Mason, by Power of Attorney		06/09/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the shares of Class B Common Stock purchased in a private placement pursuant to a Standby Purchase Agreement in connection with the Issuer's Rights Offering.
(2)	Consists of 119,262 vested restricted shares of Class B Common Stock and 39,754 unvested restricted shares of Class B Common Stock that shall vest on June 13, 2025.
(3)	The Reporting Person is the sole manager of the sole general partner of the limited partnership and, therefore, has sole voting and dispositive power over the shares of Class A common stock held by the limited partnership.

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