ReposiTrak SEC Filings

ReposiTrak, Inc. (TRAK) reports operational and financial disclosures in its Form 10-K. The company states it has not identified any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business, and it maintains employee reporting procedures and quarterly Audit Committee reviews of cybersecurity policies. Contract asset balances at June 30, 2025 include a current contract asset of $428,585. The company reports zero bank debt and a revolving credit facility balance of zero as of June 30, 2025, while maintaining cash/liquid assets above previously required covenant levels. Common stock details show 336,098 and 616,470 shares issued and outstanding at June 30, 2025 and 2024 (par $0.01), and total common shares outstanding of 18,282,805 at June 30, 2025. The company disclosed lease arrangements with no future lease commitments under a prior lease and a month-to-month office lease treated as short-term. It disclosed stock plans (2023 Plan and ESPP), warrant activity, and preferred stock designations including 700,000 Series B Preferred with dividend rates of 7% (cash) or 9% (paid-in-kind) and a redemption price of $10.70 per share. The company repurchased 2,131,384 common shares at an average of $6.20 and has $7,792,173 remaining under its repurchase program as of June 30, 2025.

Randall K. Fields, CEO, Director and 10% owner of ReposiTrak, Inc. (TRAK), reported multiple dispositions of company stock on 09/22/2025 and 09/23/2025. The report shows sales of 3,000 shares on 09/22/2025 at a weighted average price of $17.5775 and 4,000 shares on 09/23/2025 at a weighted average price of $17.3856, executed pursuant to a Rule 10b5-1 trading plan established by the reporting person as trustee of a charitable unitrust.

The Form 4 discloses significant other holdings and dispositions: a reported disposition of 3,683,955 shares of common stock, direct ownership of 615,260 shares indirectly, and various indirect holdings through Riverview Financial Corp., spouse, Fields Management, Inc., and a charitable LLC. Footnotes state the sales occurred in multiple transactions and provide price ranges for each weighted average.

ReposiTrak, Inc. declared a quarterly cash dividend of $0.02 per share, equivalent to $0.08 annually, on its common stock. The dividend was announced on September 19, 2025, will be payable on or about November 14, 2025, and applies to holders of record as of September 30, 2025. The company attached a press release as Exhibit 99.1 to this Current Report. The filing states that the exhibit and related Item 8.01 disclosure are furnished, not filed, under the Exchange Act.

Randall K. Fields, identified as Chief Executive Officer, director and a >10% owner of ReposiTrak, Inc. (TRAK), reported a series of open-market sales of the company's common stock executed 09/15/2025–09/17/2025. The Form 4 discloses three reported sales under a Rule 10b5-1 trading plan established by Fields in his capacity as trustee of the 2022 RK Fields Charitable Remainder Unitrust to satisfy charitable commitments. The reported transactions: 3,000 shares sold on 09/15/2025 at a weighted average price of $17.0201, 1,965 shares on 09/16/2025 at $17.0026, and 2,535 shares on 09/17/2025 at $17.2325. The footnotes state the shares were sold in multiple transactions at prices ranging from $16.97 to $17.65 and that the reporting person will provide breakouts by price on request.

Randall K. Fields, reported a sale of 7,500 shares of ReposiTrak, Inc. (TRAK) common stock on 09/08/2025 under a Rule 10b5-1 trading plan. The Form 4 states a weighted average price of $16.0594 for the reported sale and a footnote discloses that the shares were sold in multiple transactions at prices ranging from $17.076 to $17.38. The filing explains the trading plan was adopted by Mr. Fields in his capacity as trustee to satisfy charitable commitments.

The filing also lists beneficial ownership stakes across several entities and relationships, including 3,683,955 shares (listed as direct), 615,260 shares indirect via Riverview Financial Corp., 30,667 shares indirect by spouse, and 79,500 shares indirect by RK Fields Charitable 2022, LLC following the reported transaction. Multiple entries show indirect holdings through Fields Management, Inc. and Riverview Financial Corp., and ownership of Series B preferred shares.

Randall K. Fields, CEO, Director and 10% owner of ReposiTrak, Inc. (TRAK), reported multiple sales of company common stock over August 25-27, 2025. According to the Form 4, 2,000 shares were sold on 08/25/2025 at a weighted average price of $16.4155, 1,500 shares on 08/26/2025 at a weighted average price of $15.83, and 4,000 shares on 08/27/2025 at a weighted average price of $15.8915, for a total of 7,500 shares disposed. The filings state these sales occurred automatically under a Rule 10b5-1 trading plan established by the reporting person in his capacity as trustee to meet charitable commitments.

The Form 4 also lists beneficial ownership positions across related entities and persons, including direct and indirect holdings reported in the form.

Randall K. Fields, a director, 10% owner and CEO of ReposiTrak, Inc. (TRAK), reported an automatic sale of 7,500 shares of the issuer's common stock on 08/18/2025 at a weighted average price of $16.6289 per share under a Rule 10b5-1 trading plan. The filing shows the sale was executed by RK Fields Charitable 2022, LLC in its capacity tied to a charitable remainder unitrust. The Form 4 lists post-transaction beneficial holdings across several accounts, including 3,683,955 shares held directly and additional indirect holdings reported via Riverview Financial Corp., spouse, Fields Management, Inc., and related Series B preferred positions.

Randall K. Fields, who serves as Chief Executive Officer, Director and a 10% owner of ReposiTrak, Inc. (TRAK), reported insider sales executed under a Rule 10b5-1 trading plan adopted to satisfy charitable commitments. The filing shows two automated sales totaling 7,500 common shares: 4,000 shares on 08/11/2025 at a weighted average price of $16.8251 and 3,500 shares on 08/12/2025 at a weighted average price of $16.836.

The Form 4 also lists the reporting person's disclosed holdings across direct and indirect vehicles: 3,683,955 shares directly, indirect common-stock interests held by Riverview Financial Corp. (615,260), spouse (30,667), and Fields Management, Inc. (333,643), plus Series B preferred holdings attributed to Riverview (531,432) and spouse (12,322).