ReposiTrak (TRAK) CEO Randall Fields reports small insider sales via 10b5-1 plan

Rhea-AI Filing Summary

ReposiTrak, Inc.’s chief executive officer, director and 10% owner Randall K. Fields reported small open-market sales of the company’s common stock. On 12/01/2025, an affiliated entity, RK Fields Charitable 2022, LLC, sold 2,000 shares at a weighted average price of $13.3836. On 12/02/2025, the same entity sold 1,047 shares at a weighted average price of $13.0045. Both transactions occurred under a pre-arranged Rule 10b5-1 trading plan designed to help Fields meet charitable commitments through the 2022 RK Fields Charitable Remainder Unitrust. After these sales, he reports indirect ownership of 194,453 shares through RK Fields Charitable 2022, LLC, along with additional direct and indirect holdings through other entities and his spouse.

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).

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)
12/01/2025

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	12/01/2025		S(1)		2,000	D	$13.3836(2)	195,500	I	By RK Fields Charitable 2022, LLC
Common Stock	12/02/2025		S(1)		1,047	D	$13.0045(3)	194,453	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								229,262	I	By Riverview Financial Corp
Series B Preferred Stock								5,320	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 $12.87 to $13.49, 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 $12.855 to $13.195, 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	12/03/2025
	** 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).
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FAQ

What insider transaction did ReposiTrak (TRAK) report for Randall K. Fields?

Randall K. Fields, a director, chief executive officer, and 10% owner of ReposiTrak, reported two small open-market sales of the company’s common stock on 12/01/2025 and 12/02/2025.

How many ReposiTrak (TRAK) shares did Randall K. Fields sell and at what prices?

RK Fields Charitable 2022, LLC sold 2,000 ReposiTrak shares on 12/01/2025 at a weighted average price of $13.3836, and 1,047 shares on 12/02/2025 at a weighted average price of $13.0045.

Was the ReposiTrak (TRAK) insider sale by Randall K. Fields under a Rule 10b5-1 plan?

Yes. The filing states the sales occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by Fields in his capacity as trustee of the 2022 RK Fields Charitable Remainder Unitrust.

Why did Randall K. Fields establish the trading plan used for the ReposiTrak (TRAK) share sales?

The filing explains that the trading plan was established to enable Fields to meet some of his charitable commitments through the 2022 RK Fields Charitable Remainder Unitrust.

What are Randall K. Fields’ reported remaining ReposiTrak (TRAK) holdings after these transactions?

After the reported sales, Fields reports 194,453 ReposiTrak common shares indirectly owned through RK Fields Charitable 2022, LLC, plus additional common and preferred share holdings held directly and indirectly through entities including Riverview Financial Corp., Fields Management, Inc., and his spouse.

How were the sale prices for Randall K. Fields’ ReposiTrak (TRAK) trades determined?

The reported prices are weighted average prices. The filing notes the shares on 12/01/2025 traded between $12.87 and $13.49, and on 12/02/2025 between $12.855 and $13.195, across multiple individual trades.