ReposiTrak CEO Reports 7,500-Share Sales Under 10b5-1 Plan

Rhea-AI Filing Summary

Randall K. Fields, identified as Chief Executive Officer, director and a >10% owner of ReposiTrak, Inc. (TRAK), reported a series of open-market sales of the company's common stock executed 09/15/2025–09/17/2025. The Form 4 discloses three reported sales under a Rule 10b5-1 trading plan established by Fields in his capacity as trustee of the 2022 RK Fields Charitable Remainder Unitrust to satisfy charitable commitments. The reported transactions: 3,000 shares sold on 09/15/2025 at a weighted average price of $17.0201, 1,965 shares on 09/16/2025 at $17.0026, and 2,535 shares on 09/17/2025 at $17.2325. The footnotes state the shares were sold in multiple transactions at prices ranging from $16.97 to $17.65 and that the reporting person will provide breakouts by price on request.

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating pre-scheduled transactions and procedural compliance
• Footnotes provide price ranges and offer to supply detailed trade breakouts, enhancing transparency

Negative

• Insider sales of 7,500 shares across 09/15–09/17/2025, representing insider liquidity that reduces the reporting person’s stake
• Form 4 lacks explicit post-transaction ownership percentages or dollar totals, requiring requests for full context

Insights

Corporate Governance Expert

TL;DR: Insiders used a Rule 10b5-1 plan for pre-scheduled sales to meet charitable commitments; disclosure is clear and procedural.

The filing shows the CEO and >10% owner executed scheduled sales via a 10b5-1 plan, which is a commonly accepted governance mechanism to avoid appearance of opportunistic trading. The Form 4 includes weighted-average prices and footnote transparency that the sales occurred in multiple trades with price ranges disclosed. From a governance perspective, the key elements—identification of the plan, the fiduciary capacity as trustee, and willingness to provide detailed trade breakouts on request—support procedural compliance and transparency.

Securities Analyst

TL;DR: Insider sold 7,500 shares over three days at ~$17 per share under a pre-existing 10b5-1 plan; transactions were disclosed promptly.

The Form 4 reports three dated sales totaling 7,500 shares executed 09/15–09/17/2025 with weighted-average prices reported and broader per-trade price ranges disclosed. The filing does not provide post-transaction ownership percentages or market-value context beyond quoted prices and the stated willingness to provide per-price breakouts. As filed, the disclosure notifies investors of insider liquidity but offers no additional company financial data or rationale beyond charitable commitments tied to the trust that manages the sales.

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).

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)
09/15/2025

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	09/15/2025		S(1)		3,000	D	$17.0201(2)	76,500	I	By RK Fields Charitable 2022, LLC
Common Stock	09/16/2025		S(1)		1,965	D	$17.0026(3)	74,535	I	By RK Fields Charitable 2022, LLC
Common Stock	09/17/2025		S(1)		2,535	D	$17.2325(4)	72,000	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 $16.97 to $17.08, 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) and (4) 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 $17.00 to $17.06, 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) and (4) 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 $17.0709 to $17.65, 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) and (4) to this Form 4.

	/s/ Randall K. Fields	09/17/2025
	** 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 transactions did Randall K. Fields report on the Form 4 for TRAK?

He reported three sales: 3,000 shares on 09/15/2025 at a weighted average price of $17.0201, 1,965 shares on 09/16/2025 at $17.0026, and 2,535 shares on 09/17/2025 at $17.2325.

Were the sales by the TRAK insider pre-arranged under a trading plan?

Yes. The sales 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.

Why were the shares sold according to the Form 4?

The Form 4 states the trading plan was established to enable the reporting person to meet some of his charitable commitments.

What price ranges were disclosed for the sales in the Form 4?

Footnotes disclose the individual transactions occurred at prices ranging from $16.97 to $17.65 across the reported sales.

Does the Form 4 provide per-trade price breakdowns?

Not in the filing itself. The filer states they will provide full information regarding the number of shares sold at each separate price within the disclosed ranges upon request.