ReposiTrak insider report: 7,000 shares sold under 10b5-1 plan
Rhea-AI Filing Summary
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.
Positive
- Sales executed under a Rule 10b5-1 trading plan, indicating pre-established automated dispositions
- Weighted average prices and price ranges disclosed with offer to provide per-price details on request
- Comprehensive beneficial ownership disclosure including direct and indirect holdings through related entities
Negative
- Insider disposed of shares (3,000 on 09/22/2025 and 4,000 on 09/23/2025) as reported on Form 4
- Large reported disposition of 3,683,955 common shares is listed on the form as a disposal
- Substantial indirect holdings and dispositions through affiliated entities and spouse are disclosed, increasing complexity of ownership
Insights
TL;DR: Insider sales occurred under a pre-established 10b5-1 plan; small executed trades and large prior dispositions are reported.
The filing documents routine sales on 09/22/2025 and 09/23/2025 totaling 7,000 shares at weighted average prices of $17.5775 and $17.3856 respectively, and specifies the trades were automatic under a 10b5-1 plan tied to the reporting person's charitable trust. The Form 4 also lists a large disposition of 3,683,955 common shares and multiple indirect holdings via related entities and spouse. For investors, the key facts are the method of sale (Rule 10b5-1) and the magnitude of other reported dispositions and indirect holdings disclosed on the form.
TL;DR: Governance disclosure is explicit; trades are tied to a charitable plan and footnotes document weighted average pricing ranges.
The disclosure clearly states the reported sales were executed under a Rule 10b5-1 plan established by the reporting person as trustee for a charitable unitrust, which supports an affirmative defense for insider trading when properly adopted. Footnotes provide price ranges and offer to supply detailed per-price allocations upon request. The Form 4 identifies related-party and indirect ownership through multiple entities, consistent with comprehensive beneficial-ownership reporting requirements.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 4,000 | $17.3856 | $70K |
| Sale | Common Stock | 3,000 | $17.5775 | $53K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
Footnotes (1)
- The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust, the managing member of RK Fields Charitable 2022, LLC. The Trading Plan was established to enable the Reporting Person to meet some of his charitable commitments. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $17.3534 to $17.65, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $17.17 to $17.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
