ReposiTrak (TRAK) CEO Fields details 7,500-share 10b5-1 stock sale transaction

Rhea-AI Filing Summary

ReposiTrak, Inc. reported that CEO, director and 10% owner Randall K. Fields sold 7,500 shares of common stock on 12/16/2025 at a weighted average price of $13.2977, coded as an "S" sale transaction.

The sale occurred automatically under a Rule 10b5-1 trading plan adopted by Fields in his capacity as trustee of the 2022 RK Fields Charitable Remainder Unitrust, the managing member of RK Fields Charitable 2022, LLC, and was established to help meet some of his charitable commitments.

After this transaction, Fields beneficially owned 3,483,955 shares of common stock directly, 175,000 shares of common stock indirectly through RK Fields Charitable 2022, LLC, 615,260 common and 229,262 Series B preferred shares through Riverview Financial Corp, 30,667 common and 5,320 Series B preferred shares through his spouse, and 333,643 common shares through Fields Management, Inc.

Insider Trade Summary

Net Seller: 7,500 shares ($99,733)

Net Sell 7 txns

Insider FIELDS RANDALL K

Role CHIEF EXECUTIVE OFFICER

Sold 7,500 shs ($100K)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,500	$13.2977	$100K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Series B Preferred Stock	--	--	--
holding	Series B Preferred Stock	--	--	--

Holdings After Transaction: Common Stock — 175,000 shares (Indirect, By RK Fields Charitable 2022, LLC); Common Stock — 3,483,955 shares (Direct); Series B Preferred Stock — 229,262 shares (Indirect, By Riverview Financial Corp)

Footnotes (1)

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. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $13.15 to $13.46, 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.

Form 4 Insider Transactions: What Each Field Means →

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)
12/16/2025

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	12/16/2025		S(1)		7,500	D	$13.2977(2)	175,000	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 $13.15 to $13.46, 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. Fields	12/17/2025
	** 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.
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

What insider transaction did ReposiTrak (TRAK) CEO Randall Fields report?

Randall K. Fields reported an "S" sale of 7,500 shares of ReposiTrak common stock on 12/16/2025 at a weighted average price of $13.2977.

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

Yes. The filing states the sale occurred automatically under a Rule 10b5-1 trading plan adopted by Fields as trustee of the 2022 RK Fields Charitable Remainder Unitrust, which manages RK Fields Charitable 2022, LLC.

How many ReposiTrak (TRAK) shares does Randall Fields beneficially own after the sale?

After the transaction, Fields beneficially owned 3,483,955 shares of common stock directly and 175,000 common shares indirectly through RK Fields Charitable 2022, LLC, plus additional common and Series B preferred shares through Riverview Financial Corp, his spouse, and Fields Management, Inc.

What price range were the ReposiTrak (TRAK) shares sold at in this Form 4?

The filing notes the 7,500 shares were sold in multiple transactions at prices ranging from $13.15 to $13.46, with a weighted average price of $13.2977.

What is Randall Fields relationship to ReposiTrak (TRAK)?

Randall K. Fields is identified as a director, 10% owner, and Chief Executive Officer of ReposiTrak, Inc.

Why was the Rule 10b5-1 trading plan established for this ReposiTrak (TRAK) sale?

The explanation states the trading plan was established to enable Fields to meet some of his charitable commitments through the 2022 RK Fields Charitable Remainder Unitrust and RK Fields Charitable 2022, LLC.