Sec Form 4 Filing - JONAS HOWARD S @ Rafael Holdings, Inc. - 2024-01-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O RAFAEL HOLDINGS, INC., 520 BROAD ST 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2024 (Street) NEWARK, NJ07102 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $.01 per share 01/30/2024 J( 1 ) 348,259 D $ 0 215,279 ( 2 ) D Class B Common Stock, par value $.01 per share 01/30/2024 J( 1 ) 348,259 A $ 0 348,259 I By HSJ 2024 Rafael Annuity Trust Class B Common Stock, $.01 par value per share 3,225,806 I By I9 Plus, LLC ( 3 ) Class B Common Stock, $.01 par value per share 0 ( 4 ) I Custodial for Daughter (Miriam) 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 0 ( 5 ) I By IDT Corporation's 401(k) Plan Class A Common Stock, $.01 par value per share 787,163 I Rafael A Partners, L.P. ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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, NJ07102 X Executive Chairman Signatures Joyce J. Mason, by Power of Attorney 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transfer from the Reporting Person's direct holdings to the HSJ 2024 Rafael Annuity Trust. ( 2 )Consists of 215,279 unvested restricted shares of stock that vest as follows: 27,852 on March 13, 2024, and 187,427 on June 13, 2024. ( 3 )Owned by trusts for the benefit of the Reporting Person's children, and managed by Reporting Person's immediate family member. ( 4 )The Reporting Person no longer has a reportable indirect beneficial interest in 778 shares of Class B Common Stock owned by his adult child who does not reside with the Reportable Person, the shares of which were previously reported in an individual account for such child. ( 5 )The previously reported shares of Class B common stock held indirectly by the Reporting Person in IDT Corporation's 401(k) Plan were liquidated when the Plan terminated the Rafael Stock Fund and the shares were reallocated to the Transamerica Guaranteed Investment Fund. ( 6 )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 minited partnership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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