ReposiTrak CEO Randall Fields executes 10b5-1 sales totaling 7,500 shares

Rhea-AI Filing Summary

Randall K. Fields, who serves as Chief Executive Officer, Director and a 10% owner of ReposiTrak, Inc. (TRAK), reported insider sales executed under a Rule 10b5-1 trading plan adopted to satisfy charitable commitments. The filing shows two automated sales totaling 7,500 common shares: 4,000 shares on 08/11/2025 at a weighted average price of $16.8251 and 3,500 shares on 08/12/2025 at a weighted average price of $16.836.

The Form 4 also lists the reporting person's disclosed holdings across direct and indirect vehicles: 3,683,955 shares directly, indirect common-stock interests held by Riverview Financial Corp. (615,260), spouse (30,667), and Fields Management, Inc. (333,643), plus Series B preferred holdings attributed to Riverview (531,432) and spouse (12,322).

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating pre-established, automated dispositions tied to charitable commitments
• Comprehensive disclosure of direct and indirect holdings across entities (Riverview Financial Corp., Fields Management, Inc., spouse), improving transparency
• Substantial retained ownership is reported (directly 3,683,955 shares), signaling continued insider alignment with shareholders

Negative

• Insider sales reported (7,500 shares total), which some investors may view unfavorably despite the 10b5-1 plan
• Multiple related-party holdings (indirect interests via entities and spouse) could complicate assessment of true economic exposure

Insights

Financial Analyst

TL;DR: Insider sold 7,500 shares under a pre-existing 10b5-1 plan; substantial direct and indirect holdings remain.

The sales were automatic under a Rule 10b5-1 plan, indicating pre-arranged liquidity for charitable commitments rather than ad-hoc disposition. The transaction sizes (4,000 and 3,500 shares) and weighted average prices (~$16.83) are modest relative to the large reported beneficial positions (millions of shares directly and hundreds of thousands indirectly), so immediate dilution or corporate control change appears unlikely from these trades alone. Disclosure of multiple indirect ownership vehicles provides useful transparency for modeling insider alignment.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan demonstrates governance discipline; continued large insider holdings maintain alignment with shareholders.

Adoption of a Rule 10b5-1 plan and explicit footnotes describing the plan’s charitable purpose reduce information asymmetry about the motive for sales. The filing details both direct and indirect holdings, including related-party entities, which supports thorough disclosure practices. While insider selling can raise questions, the combination of pre-arranged plan and retained substantial ownership suggests limited negative governance signal in isolation.

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).

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)
08/11/2025

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	08/11/2025		S(1)		4,000	D	$16.8251(2)	113,000	I	By RK Fields Charitable 2022, LLC
Common Stock	08/12/2025		S(1)		3,500	D	$16.836(3)	109,500	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 $16.485 to $17.07, 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 $16.605 to $17.16, 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	08/13/2025
	** 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.
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FAQ

What insider activity did ReposiTrak (TRAK) report?

The filing reports automated sales of 7,500 common shares by Randall K. Fields under a Rule 10b5-1 plan: 4,000 shares on 08/11/2025 and 3,500 shares on 08/12/2025.

Why were the shares sold by Randall K. Fields?

The sales occurred automatically pursuant to a Rule 10b5-1 trading plan established by the reporting person in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust to meet charitable commitments.

What prices were the TRAK shares sold at?

The filing gives weighted average prices: $16.8251 for the 08/11/2025 sales and $16.836 for the 08/12/2025 sales, with individual trades in the disclosed ranges.

What positions does Randall K. Fields hold at ReposiTrak?

He is listed as Chief Executive Officer, a Director, and a 10% owner of ReposiTrak, Inc.

What beneficial ownership does the filing disclose?

The filing lists 3,683,955 common shares as direct beneficial ownership and indirect common-stock interests of 615,260 (Riverview Financial Corp.), 30,667 (spouse), 333,643 (Fields Management, Inc.), plus Series B preferred of 531,432 (Riverview) and 12,322 (spouse).