TRAK CEO Randall Fields discloses charitable-driven sale of 7,500 shares

Rhea-AI Filing Summary

Randall K. Fields, CEO, director and 10% owner of ReposiTrak, Inc. (TRAK), reported multiple sales of Common Stock under an existing Rule 10b5-1 trading plan established to meet charitable commitments. The Form 4 shows five reported dispositions executed on 09/29/2025, 09/30/2025 and 10/01/2025 totaling 7,500 shares sold at weighted-average prices ranging from approximately $14.91 to $16.97 per share. The sales were made indirectly by RK Fields Charitable 2022, LLC pursuant to the trustee role in a charitable remainder unitrust. The filing lists significant remaining holdings held directly and indirectly, including large direct and indirect positions in common stock and Series B preferred stock across related entities and spouse holdings.

Positive

• Transparent disclosure of sales conducted under a Rule 10b5-1 trading plan to meet charitable commitments
• Specific sale details provided including dates, share counts and weighted-average prices
• Identification of indirect ownership through RK Fields Charitable 2022, LLC and related entities, improving clarity on beneficial ownership

Negative

• Insider selling of 7,500 common shares across three dates, which may be viewed negatively by some investors
• Weighted-average pricing ranges indicate sales executed at varying prices rather than a single execution price

Insights

Financial Analyst

TL;DR: Insider disclosed planned charitable sales of 7,500 TRAK shares via a Rule 10b5-1 plan; remaining holdings remain substantial.

The Form 4 documents routine, preplanned dispositions executed under a 10b5-1 plan to satisfy charitable commitments, totaling 7,500 common shares across three dates at weighted-average prices between ~$14.91 and ~$16.97. These are disclosed as indirect sales by an entity managed by the reporting person. From a market-impact perspective, the disclosed volumes are modest relative to the large aggregate positions the filing lists as still held directly and indirectly, indicating this filing represents liquidity for charitable purposes rather than a complete exit of insider ownership.

Corporate Governance Expert

TL;DR: Use of a Rule 10b5-1 plan is appropriate governance practice for scheduled charitable dispositions, disclosed transparently.

The report clearly states the sales were automatic under a Rule 10b5-1 trading plan adopted in the reporting person's capacity as trustee for a charitable unitrust. That documentation and the appended weighted-average price disclosures align with best practices for insider trading transparency. The filing identifies the indirect ownership vehicles and spouse holdings, aiding shareholder understanding of beneficial ownership structure.

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).

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)
09/29/2025

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	09/29/2025		S(1)		1,600	D	$16.9659(2)	63,400	I	By RK Fields Charitable 2022, LLC
Common Stock	09/30/2025		S(1)		311	D	$14.9125(3)	63,089	I	By RK Fields Charitable 2022, LLC
Common Stock	09/30/2025		S(1)		889	D	$16.4551(4)	62,200	I	By RK Fields Charitable 2022, LLC
Common Stock	10/01/2025		S(1)		600	D	$15.1904(5)	61,600	I	By RK Fields Charitable 2022, LLC
Common Stock	10/01/2025		S(1)		4,100	D	$15.783(6)	57,500	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 $16.71 to $17.15, 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), (3), (4), (5) and (6) 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 $14.82 to $15.80, 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), (3), (4), (5) and (6) to this Form 4.

4. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $16.295 to $16.5948, 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), (3), (4), (5) and (6) to this Form 4.

5. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $14.57 to $15.50, 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), (3), (4), (5) and (6) to this Form 4.

6. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $15.58 to $16.06, 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), (3), (4), (5) and (6) to this Form 4.

	/s/ Randall K. Fields	10/01/2025
	** 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).
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FAQ

What transactions did Randall K. Fields report on the Form 4 for TRAK?

Answer: The Form 4 reports five dispositions of Common Stock on 09/29/2025, 09/30/2025 and 10/01/2025 totaling 7,500 shares sold under a Rule 10b5-1 plan.

Why were the TRAK shares sold according to the filing?

Answer: The filing states the sales occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person as trustee to meet charitable commitments.

At what prices were the TRAK shares sold in these transactions?

Answer: The reported weighted-average prices range approximately from $14.9125 to $16.9659; footnotes show underlying price ranges for the multiple transactions.

Did the Form 4 disclose remaining beneficial ownership of TRAK by the reporting person?

Answer: Yes. The filing lists substantial remaining holdings held directly and indirectly, including large common stock and Series B preferred stock positions held by related entities and spouse.

Was the sale an ad hoc or a preplanned transaction?

Answer: The sale was preplanned under a Rule 10b5-1 trading plan, as stated in the Form 4 explanations.