ReposiTrak, Inc. (TRAK) SEC Filings

ReposiTrak, Inc. (TRAK) has filed a shelf registration to offer, from time to time, up to $35,000,000 of common stock, preferred stock, warrants and units. The registration allows primary offerings in one or more tranches, including securities issuable upon conversion, exchange or exercise of other registered securities.

The company, a Nevada‑incorporated SaaS provider of B2B e‑commerce, compliance, traceability and supply‑chain management solutions for food retailers, wholesalers and their suppliers, plans to use any net proceeds primarily for working capital and general corporate purposes, including sales and marketing, product development, capital expenditures, and potentially acquisitions or investments in technologies or businesses. Proceeds may initially be invested in short‑term investment‑grade instruments.

ReposiTrak is authorized to issue 50,000,000 shares of common stock and 30,000,000 shares of preferred stock, of which 700,000 are designated as Series B Preferred. Its common stock trades on the NYSE under the symbol “TRAK”; on August 21, 2026, the last reported sale price was $8.00 per share. The company highlights significant risk factors and forward‑looking uncertainties and incorporates by reference its most recent Form 10‑K, Forms 10‑Q and several Forms 8‑K.

ReposiTrak, Inc. (TRAK) approved a new Executive Employment Agreement with its Chief Financial Officer and Principal Accounting Officer, John R. Merrill, effective August 18, 2026. The agreement has an initial three-year term with automatic one-year renewals and sets an annual base salary of $325,000, retroactive to May 16, 2026.

Merrill is eligible for an annual performance bonus with a 60% of base salary target and a minimum annual bonus equal to 30% of that target, subject to conditions. He will receive 75,000 shares of restricted common stock, vesting in four equal annual installments beginning on the first anniversary of the effective date. If terminated without Cause or he resigns for Good Reason, he is entitled to nine months of base salary, accelerated or continued vesting of all equity awards, nine months of COBRA coverage or reimbursement, any earned but unpaid bonus, and a prorated bonus for the termination year. The agreement includes double-trigger protection for certain terminations following a Change in Control.

Ashford Capital Management, Inc. filed an updated beneficial ownership report for ReposiTrak, Inc. common shares. Ashford reports beneficial ownership of 768,760 shares of common stock, representing 4.23% of the class, based on 18,173,565 shares outstanding as of May 14, 2026. Ashford has sole voting and sole dispositive power over all 768,760 shares and no shared voting or dispositive power. The filing notes that the shares are held in separate individual client accounts and three separate limited partnerships, consistent with Ashford’s role as a registered investment advisor, and confirms that its holdings are now at or below the 5% ownership threshold for this class.

ReposiTrak, Inc. has entered into stock purchase agreements to acquire 4,709,837 shares of SPAR Group common stock for aggregate contingent consideration of about $3.3 million. Consideration includes a $100,000 non-refundable deposit, cash payments of $139,883 and $485,118, and an unsecured promissory note.

The note to William Bartels has a principal amount of $2,571,885, bears 6.0% annual interest, and matures on July 1, 2030, with three annual principal installments of $725,000 plus interest and the balance due at maturity. Following delivery of the shares, ReposiTrak will beneficially own 31.3% of SPAR Group’s outstanding common stock but does not receive contractual rights to direct SPAR Group’s management or operations.

ReposiTrak, Inc. has declared a quarterly cash dividend of $0.02 per share, or $0.08 per share on an annual basis, on its common stock. The dividend is payable on or about August 14, 2026 to stockholders of record as of June 30, 2026.

The company also stated that subsequent dividends are expected to be paid within 45 days of each fiscal quarter end, signaling an ongoing quarterly dividend program, although future payments remain subject to the usual forward-looking risks noted in its disclosures.

ReposiTrak, Inc. disclosed an amendment to its services agreement with SPAR Group, Inc. that changes how it can be paid for services. Instead of only cash, ReposiTrak may now receive cash, SPAR Group common stock, or a mix of both for work performed under the agreement.

ReposiTrak elected to take stock for the outstanding balance, receiving 3,190,569 shares of SPAR Group common stock at a deemed value of $0.728710119 per share, in lieu of a $2,325,000 cash payment. This converts a service receivable into an equity position in its client while leaving the underlying one-year services arrangement otherwise in place.

ReposiTrak, Inc. reported solid third-quarter fiscal 2026 results, with revenue essentially flat at $5.9 million while profitability improved meaningfully. Total operating expenses fell 12% to $3.6 million, lifting income from operations 24% to about $2.3 million. GAAP net income was roughly $2.0 million, and diluted earnings per share were $0.10, in line with last year.

For the first nine months of fiscal 2026, revenue increased 5% to $17.7 million, operating expenses declined 4% to $11.7 million, and GAAP net income rose 6% to $5.5 million. Diluted EPS grew 9% to $0.28. The company ended the quarter with $26.4 million in cash and no bank debt, while returning capital through buybacks, preferred redemptions, and a quarterly dividend of $0.02 per share.

Management highlighted that more than 98% of revenue now comes from recurring SaaS contracts, with net margins above 30%. Strategically, ReposiTrak filed two new patents around its Touchless Traceability solution and data integrity tools, and advanced a collaboration with SPAR Group to pair its supply chain analytics with in-store execution services, aiming to extend its end-to-end food safety and merchandising platform.

ReposiTrak, Inc. reported stable results for the quarter ended March 31, 2026, with revenue of $5.9 million, down 1% year over year, and quarterly net income of $2.0 million. Higher-margin recurring subscription revenue and lower expenses lifted income from operations to $2.3 million.

For the nine months, revenue rose 5% to $17.7 million and net income reached $5.5 million, while diluted EPS increased to $0.28. The company ended the period with cash of $26.4 million, positive working capital of $26.3 million, and no bank debt.

ReposiTrak continued capital returns, including common share repurchases and ongoing redemption of its Series B preferred stock, leaving $1.72 million of preferred value outstanding. The board also declared a quarterly dividend of $0.02 per share. The company entered a new $3.0 million unsecured note receivable at an 8% rate with potential equity-linked return features.

ReposiTrak, Inc. Schedule 13G filed by Ashford Capital Management, Inc. reports beneficial ownership of 1,014,028 shares of common stock, representing 5.57% of the class based on February 17, 2026 outstanding share count. The filing states these shares are held across separate client accounts, three limited partnerships, and one commingled fund.