ReposiTrak (TRAK) adds $2M 10b5-1 plan within $21M buyback

Rhea-AI Filing Summary

ReposiTrak, Inc. announced that its Board of Directors has approved a new Rule 10b5-1 share repurchase program authorizing the company to buy back up to $2 million of its common stock. This automated plan operates under the company’s previously approved overall share repurchase authorization of up to $21 million, of which $7.6 million remained available to repurchase as of December 1, 2025. The update was disclosed in a current report and accompanied by a press release filed as an exhibit.

Insights

Equity Capital Structure Analyst

Company adds a structured buyback plan under its existing authorization, reinforcing capital return while keeping overall repurchase capacity unchanged.

The company’s board approved a new Rule 10b5-1 share repurchase program for up to $2 million of common stock. This plan sits within an already authorized share repurchase program of up to $21 million, with $7.6 million remaining under the authorization as of December 1, 2025. A 10b5-1 plan pre-sets trading parameters, which allows repurchases to proceed according to a defined schedule or conditions.

This structure can support more consistent execution of buybacks, including during periods when normal discretionary repurchases might be limited by blackout periods or internal possession of material information. The filing does not change the total remaining authorization; it clarifies that a portion (up to $2 million) will follow a 10b5-1 framework.

Key points to watch include the pace at which the remaining $7.6 million authorization is used and any future changes to the total repurchase capacity. Over coming quarters, disclosure in periodic reports about aggregate shares repurchased and average prices will show how actively the company uses this plan and how much of the authorization remains.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 4, 2025

REPOSITRAK, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	001-34941	37-1454128
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5282 South Commerce Drive, Suite D292, Murray, Utah 84107

(Address of principal executive offices)

(435) 645-2000

(Registrant’s Telephone Number)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	TRAK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 8.01 Other Events.

On December 4, 2025, ReposiTrak, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved a new 10B5-1 share repurchase program, authorizing the repurchase of up to $2 million of the Company's common stock. This 10B5-1 is included in the previously approved share repurchase program of up to $21 million, of which $7.6 million remains to be repurchased under the current authorization effective December 1, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated December 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPOSITRAK, INC.
Date: December 9, 2025	/s/ John Merrill
	John Merrill
	Chief Financial Officer