ReposiTrak Insider Filing: Small 10b5-1 Sale, Major Ownership Intact

Rhea-AI Filing Summary

ReposiTrak (TRAK) Form 4: CEO, Chairman & 10% owner Randall K. Fields disclosed the automatic sale of 7,500 common shares on 7/28-7/30/2025 under a pre-arranged Rule 10b5-1 plan enacted to fund charitable commitments. Sales were executed by the 2022 RK Fields Charitable LLC at VWAPs of $18.27, $18.10 and $17.11, generating roughly $135k gross proceeds.

After the transactions, the charitable LLC still holds 124,500 shares. Including other direct and indirect holdings, Fields retains significant ownership:

• Direct: 3,683,955 common shares
• Indirect: 615,260 (Riverview Financial Corp.), 333,643 (Fields Management Inc.), 30,667 (spouse)
• Series B preferred: 543,754 indirect cumulative

This places aggregate beneficial ownership above 4.7 million common shares plus preferred, maintaining his >10% insider status.

No derivative activity or option exercises were reported. The filing signals modest insider selling (≈0.16% of reported common holdings) rather than a major ownership reduction, and the 10b5-1 structure limits discretionary market timing.

Positive

• Sales executed under a Rule 10b5-1 plan, limiting discretionary timing and enhancing governance transparency.
• CEO retains a substantial >4.7 million-share position, maintaining strong alignment with shareholders.
• Proceeds earmarked for charitable commitments, reducing perception of bearish intent.

Negative

• Insider selling, even modest, can be perceived as a lack of confidence if sales continue.
• Charitable trust reduced its stake by 7,500 shares, leaving 124,500; repeated disposals could introduce incremental supply.

Insights

Sell-Side Equity Analyst

TL;DR: Small 10b5-1 sale; ownership remains high—market impact likely muted.

The 7,500-share sale equals about 0.16 % of Fields’ common stake, executed for charitable funding under a 10b5-1 plan, which mitigates signaling risk. With >4.7 M shares still held, insider alignment stays strong. Transaction size is immaterial versus TRAK’s average daily volume (~200k), so liquidity impact should be negligible. I classify the event as neutral; sustained insider ownership continues to support confidence, though ongoing sales could pressure sentiment if pace accelerates.

Corporate Governance Specialist

TL;DR: Governance positive—pre-planned, purpose-specific sales enhance transparency.

The use of a Rule 10b5-1 plan and clear charitable rationale reduce potential conflicts and insider-trading concerns. Disclosure of weighted-average price ranges and willingness to provide trade-level data reflects best-practice transparency. Insider continues to exceed 10 % ownership threshold, preserving strong voting influence. Overall governance impact is slightly positive, though investors should monitor future Form 4s for pattern shifts.

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)
07/28/2025

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	07/28/2025		S(1)		2,000	D	$18.2673(2)	130,000	I	By RK Fields Charitable 2022, LLC
Common Stock	07/29/2025		S(1)		2,000	D	$18.1045(3)	128,000	I	By RK Fields Charitable 2022, LLC
Common Stock	07/30/2025		S(1)		3,500	D	$17.112(4)	124,500	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 $18.1644 to $18.37, 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 $17.61 to $18.33, 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 $16.69 to $17.53, 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	07/30/2025
	** 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.
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

How many TRAK shares did the CEO sell in the latest Form 4?

Randall K. Fields sold 7,500 common shares between 7/28 and 7/30/2025.

What prices were the TRAK shares sold at?

Weighted average prices were $18.27, $18.10 and $17.11 across three trading days.

Was the insider sale part of a 10b5-1 trading plan?

Yes, all transactions were automatic under a Rule 10b5-1 plan established earlier for charitable funding.

How many TRAK shares does the CEO still own after the sale?

Fields continues to beneficially own about 4.7 million common shares through direct and indirect holdings.

Does the filing report any option exercises or derivative trades?

No, no derivative securities were acquired or disposed of in this Form 4.