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

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

Rhea-AI Filing Summary

ReposiTrak, Inc. director and chief executive officer Randall K. Fields reported indirect open-market sales of the company’s common stock by an affiliated charitable entity. On February 19, 2026, RK Fields Charitable 2022, LLC sold 4,500 shares at a weighted average price of $9.0652 per share. On February 20, 2026, the same entity sold 3,000 shares at a weighted average price of $8.8238 per share under a Rule 10b5-1 trading plan adopted to help meet charitable commitments. Following these transactions, this LLC held 107,500 shares, while Fields also reported 3,483,955 shares of common stock held directly and additional indirect holdings through other related entities and his spouse, as well as indirect holdings of Series B preferred 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)
02/19/2026
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 02/19/2026 S(1) 4,500 D $9.0652(2) 110,500 I By RK Fields Charitable 2022, LLC
Common Stock 02/20/2026 S(1) 3,000 D $8.8238(3) 107,500 I By RK Fields Charitable 2022, LLC
Common Stock 3,483,955 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 169,797 I By Riverview Financial Corp
Series B Preferred Stock 3,704 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 $9.00 to $9.15, 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) and (3) to this Form 4.
3. (2) The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $8.705 to $9.02, 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 02/20/2026
** 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 transactions did ReposiTrak (TRAK) report for Randall K. Fields?

An entity associated with Randall K. Fields reported selling 7,500 ReposiTrak common shares in open-market transactions. These were executed on February 19 and 20, 2026, and were disclosed as indirect sales on behalf of RK Fields Charitable 2022, LLC.

At what prices were the ReposiTrak (TRAK) shares sold in this Form 4 filing?

The filing shows weighted average sale prices of $9.0652 and $8.8238 per share. Footnotes note the February 19 trades ranged from $9.00 to $9.15, and the February 20 trades ranged from $8.705 to $9.02 per share.

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

The sales were made by RK Fields Charitable 2022, LLC, an entity associated with Randall K. Fields. A footnote explains the trades occurred automatically under a Rule 10b5-1 trading plan adopted to help the reporting person meet charitable commitments.

How many ReposiTrak (TRAK) shares does RK Fields Charitable 2022, LLC hold after the sales?

After selling 7,500 common shares, RK Fields Charitable 2022, LLC held 107,500 ReposiTrak common shares. This figure reflects the indirect ownership reported for that specific entity following the February 20, 2026 transaction.

What is Randall K. Fields’s reported overall ownership in ReposiTrak (TRAK)?

The Form 4 reports 3,483,955 common shares held directly by Randall K. Fields, plus additional indirect common and Series B preferred holdings through entities including Riverview Financial Corp., Fields Management, Inc., his spouse, and RK Fields Charitable 2022, LLC.

What is the purpose of the Rule 10b5-1 trading plan mentioned for ReposiTrak (TRAK)?

The filing states the Rule 10b5-1 trading plan was established to enable the reporting person, acting as trustee of a charitable trust, to meet certain charitable commitments, with sales executed automatically pursuant to that pre-arranged plan.
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