STOCK TITAN

Charitable entity of ReposiTrak (TRAK) CEO sells 7,500 shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ReposiTrak, Inc. director and CEO Randall K. Fields reported pre-planned insider sales executed by a charitable entity associated with him. RK Fields Charitable 2022, LLC sold a total of 7,500 shares of ReposiTrak common stock in open-market transactions on March 16–17, 2026 at weighted average prices slightly above $8 per share.

The filing states these sales occurred automatically under a Rule 10b5-1 trading plan adopted by Fields in his capacity as trustee of the related charitable trust to help meet charitable commitments. After these sales, that LLC held 77,500 shares. The Form 4 also shows Fields continues to hold 3,483,955 ReposiTrak common shares directly, plus additional indirect holdings through Riverview Financial Corp., his spouse, and Fields Management, Inc.

Positive

  • None.

Negative

  • None.

Insights

Pre-planned charitable sales of 7,500 ReposiTrak shares look routine relative to Fields’ large remaining stake.

The Form 4 shows a charitable LLC associated with CEO Randall K. Fields sold 7,500 ReposiTrak common shares over two days at prices slightly above $8 per share. The footnotes state the transactions were executed automatically under a Rule 10b5-1 trading plan to fund charitable commitments.

This pattern is typically viewed as a weak information signal because timing is pre-set rather than discretionary. Context matters: Fields still directly owns 3,483,955 common shares, and the charitable LLC retains 77,500 shares, alongside other indirect positions. Together, these figures indicate he continues to have substantial exposure to ReposiTrak equity despite the modest net sell activity.

SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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 UTAH 84107

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ReposiTrak, Inc. [ TRAK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/16/2026S(1)6,072D$8.0466(2)78,928IBy RK Fields Charitable 2022, LLC
Common Stock03/17/2026S(1)1,428D$8.048(3)77,500IBy RK Fields Charitable 2022, LLC
Common Stock3,483,955D
Common Stock615,260IBy Riverview Financial Corp.
Common Stock30,667IBy Spouse
Common Stock333,643IBy Fields Management, Inc.
Series B Preferred Stock169,797IBy Riverview Financial Corp
Series B Preferred Stock3,704IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $8.01 to $8.10, 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 this footnote 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 $8.00 to $8.23, 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 this footnote to this Form 4.
/s/ Randall K. Fields03/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did ReposiTrak (TRAK) report for Randall K. Fields?

ReposiTrak reported that a charitable LLC associated with CEO Randall K. Fields sold 7,500 common shares in open-market trades. These occurred on March 16–17, 2026 at prices slightly above $8 per share, under a pre-arranged Rule 10b5-1 trading plan.

Who actually sold the ReposiTrak (TRAK) shares disclosed in this Form 4?

The sales were made by RK Fields Charitable 2022, LLC, a charitable entity associated with Randall K. Fields. The filing notes Fields acted as trustee of the related charitable remainder unitrust, which is the managing member of the LLC that executed the transactions.

Why were the ReposiTrak (TRAK) shares sold under a Rule 10b5-1 plan?

The Form 4 states the sales occurred automatically under a Rule 10b5-1 trading plan adopted by Fields as trustee. According to the footnote, the trading plan was established to enable him to meet some of his charitable commitments using pre-scheduled stock sales.

What price range did the ReposiTrak (TRAK) insider sales occur at?

The filing reports weighted average prices and explains shares were sold in multiple trades. One sale occurred between $8.01 and $8.10 per share, and the other between $8.00 and $8.23 per share, with detailed trade breakdowns available on request from the reporting person.

How many ReposiTrak (TRAK) shares does Randall K. Fields still hold after these trades?

After the reported sales, RK Fields Charitable 2022, LLC held 77,500 common shares. The Form 4 also shows Fields directly owns 3,483,955 ReposiTrak common shares, plus additional indirect holdings through Riverview Financial Corp., his spouse, Fields Management, Inc., and related preferred stock interests.

Does the ReposiTrak (TRAK) Form 4 indicate any derivative exercises or option activity?

No derivative exercises or option conversions are shown in this Form 4. The derivative section is empty in the summarized data, and the transaction summary lists zero derivative exercises, indicating the filing focuses on common stock sales and updated equity holdings only.
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