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[Form 4] ReposiTrak, Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

ReposiTrak, Inc. (TRAK) CEO and 10% owner Randall K. Fields reported multiple stock movements involving company shares. On 11/24/2025, 200,000 shares of common stock were transferred out of his direct ownership and 200,000 shares were received by RK Fields Charitable 2022, LLC as a gift at a reported price of $0. The same day, that charitable entity sold 1,000 shares at a weighted average price of $13.1169, followed by an additional sale of 6,500 shares on 11/25/2025 at a weighted average price of $13.1791.

The sales were executed automatically under a Rule 10b5-1 trading plan established to help meet charitable commitments. Following these transactions, Fields reported continued indirect holdings through several entities, including RK Fields Charitable 2022, LLC, Riverview Financial Corp., his spouse, and Fields Management, Inc., as well as direct ownership of ReposiTrak common stock.

Positive

  • None.

Negative

  • None.
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
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 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)
11/24/2025
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 11/24/2025 G 200,000 D $0 3,483,955 D
Common Stock 11/24/2025 G 200,000 A $0 205,000 I By RK Fields Charitable 2022, LLC
Common Stock 11/24/2025 S(1) 1,000 D $13.1169(2) 204,000 I By RK Fields Charitable 2022, LLC
Common Stock 11/25/2025 S(1) 6,500 D $13.1791(3) 197,500 I By RK Fields Charitable 2022, LLC
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 229,262 I By Riverview Financial Corp
Series B Preferred Stock 5,320 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 $12.96 to $13.75, 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 $13.00 to $13.265, 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 11/25/2025
** 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 insider transaction did ReposiTrak (TRAK) report for Randall K. Fields?

The filing reports that Randall K. Fields transferred 200,000 ReposiTrak common shares as a gift to RK Fields Charitable 2022, LLC and that this charitable entity then sold a total of 7,500 shares in two transactions.

How many ReposiTrak (TRAK) shares were sold in the reported Form 4?

RK Fields Charitable 2022, LLC sold 1,000 ReposiTrak common shares on 11/24/2025 and 6,500 shares on 11/25/2025, for a combined 7,500 shares.

What prices were received for the ReposiTrak (TRAK) insider share sales?

The 1,000 shares sold on 11/24/2025 had a weighted average price of $13.1169, and the 6,500 shares sold on 11/25/2025 had a weighted average price of $13.1791, each based on multiple trades within stated price ranges.

Was the ReposiTrak (TRAK) insider sale done under a Rule 10b5-1 plan?

Yes. The filing states that 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.

Why was the Rule 10b5-1 trading plan established for ReposiTrak (TRAK) shares?

According to the disclosure, the trading plan was established to enable Randall K. Fields to meet some of his charitable commitments.

What roles does Randall K. Fields hold at ReposiTrak (TRAK)?

He is reported as a director, a 10% owner, and an officer, serving as the company’s Chief Executive Officer.

How does Randall K. Fields hold ReposiTrak (TRAK) shares after the transactions?

After the reported trades, he lists direct ownership of common stock and various indirect holdings through RK Fields Charitable 2022, LLC, Riverview Financial Corp., his spouse, and Fields Management, Inc., including both common and Series B preferred stock.
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Software - Application
Services-computer Processing & Data Preparation
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United States
MURRAY