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ReposiTrak (TRAK) CEO-linked charity LLC sells 7,500 shares under 10b5-1 plan

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

Rhea-AI Filing Summary

ReposiTrak, Inc.’s Form 4 shows an open-market sale of 7,500 shares of Common Stock at a weighted average price of $8.0596 per share. The sale was made by RK Fields Charitable 2022, LLC under a pre-arranged Rule 10b5-1 trading plan to help meet charitable commitments.

After this transaction, that LLC holds 70,000 ReposiTrak shares indirectly for Randall K. Fields. The filing also reports Fields directly owning 3,483,955 Common shares, along with additional indirect holdings, including 615,260 Common shares via Riverview Financial Corp., 333,643 via Fields Management, Inc., and related Series B Preferred Stock positions.

Positive

  • None.

Negative

  • None.
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)
03/23/2026
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 Stock03/23/2026S(1)7,500D$8.0596(2)70,000IBy 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 $8.00 to $8.17, 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. Fields03/23/2026
** 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 transaction did ReposiTrak (TRAK) report in this Form 4?

The Form 4 reports an open-market sale of 7,500 shares of ReposiTrak Common Stock. The shares were sold by RK Fields Charitable 2022, LLC, an entity associated with CEO Randall K. Fields, under a Rule 10b5-1 trading plan established for charitable commitments.

At what price were the 7,500 ReposiTrak (TRAK) shares sold?

The 7,500 ReposiTrak shares were sold at a weighted average price of $8.0596 per share. A footnote states they were executed in multiple trades at prices ranging from $8.00 to $8.17, and detailed breakdowns are available on request from specified parties.

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

Yes. The sale occurred automatically pursuant to a Rule 10b5-1 trading plan. The plan was adopted by Randall K. Fields as trustee of a charitable trust managing RK Fields Charitable 2022, LLC to help fulfill his disclosed charitable commitments over time.

How many ReposiTrak (TRAK) shares does the charitable LLC hold after the sale?

After selling 7,500 shares, RK Fields Charitable 2022, LLC holds 70,000 ReposiTrak Common shares. These shares are reported as indirectly owned by Randall K. Fields, reflecting his role connected to the charitable entity described in the filing’s ownership details.

What are Randall K. Fields’ direct Common Stock holdings in ReposiTrak (TRAK)?

Following the reported transactions, Randall K. Fields directly holds 3,483,955 shares of ReposiTrak Common Stock. This direct position is reported separately from his various indirect holdings through entities such as Riverview Financial Corp., Fields Management, Inc., and his spouse.

What indirect Common Stock stakes in ReposiTrak (TRAK) are reported besides the charitable LLC?

In addition to 70,000 shares via the charitable LLC, the filing shows 615,260 ReposiTrak Common shares held indirectly through Riverview Financial Corp., 30,667 through his spouse, and 333,643 through Fields Management, Inc., all reported as indirect ownership interests linked to Randall K. Fields.

What Series B Preferred Stock holdings in ReposiTrak (TRAK) are disclosed?

The Form 4 lists 169,797 shares of Series B Preferred Stock held indirectly through Riverview Financial Corp. and 3,704 shares held indirectly through Randall K. Fields’ spouse. These preferred holdings are reported separately from his Common Stock positions and reflect additional indirect ownership stakes.
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Software - Application
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United States
MURRAY