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

Financial Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FIELDS RANDALL K

(Last) (First) (Middle)

5282 S COMMERCE DRIVE, SUITE D-292

(Street)

MURRAY UT 84107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ReposiTrak, Inc. [ TRAK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	09/22/2025		S(1)		3,000	D	$17.5775(2)	69,000	I	By RK Fields Charitable 2022, LLC
Common Stock	09/23/2025		S(1)		4,000	D	$17.3856(3)	65,000	I	By RK Fields Charitable 2022, LLC
Common Stock								3,683,955	D
Common Stock								615,260	I	By Riverview Financial Corp.
Common Stock								30,667	I	By Spouse
Common Stock								333,643	I	By Fields Management, Inc.
Series B Preferred Stock								531,432	I	By Riverview Financial Corp
Series B Preferred Stock								12,322	I	By Spouse

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

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.

2. 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.

3. 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.

	/s/ Randall K. Fields	09/23/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ReposiTrak insider Randall K. Fields report on Form 4 (TRAK)?

The Form 4 reports 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.

Were the reported trades by Randall K. Fields part of a 10b5-1 plan?

Yes. The filings state the sales occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person as trustee of a charitable unitrust.

Does the Form 4 show other significant holdings or dispositions for RANDALL K. FIELDS?

Yes. The form lists a disposition of 3,683,955 common shares and various direct and indirect holdings including 615,260 shares (indirect) and other holdings via Riverview Financial Corp., spouse, Fields Management, Inc., and a charitable LLC.

What price ranges were the 09/22 and 09/23 sales executed at?

Footnotes disclose the 09/22 sales ranged from $17.3534 to $17.65 and the 09/23 sales ranged from $17.17 to $17.60; reported prices are weighted averages.

Who signed the Form 4 and when?

The Form 4 is signed by /s/ Randall K. Fields with the signature date shown as 09/23/2025.