ReposiTrak (TRAK) CEO Randall Fields discloses 10b5-1 stock sales and holdings

Rhea-AI Filing Summary

ReposiTrak, Inc. chairman and chief executive officer Randall K. Fields, who is also a director and 10% owner, reported a series of automatic sales of ReposiTrak common stock made by RK Fields Charitable 2022, LLC under a pre-arranged Rule 10b5-1 trading plan.

The LLC sold 4,453 shares on 12/03/2025 at a weighted average price of $13.4023, 3,000 shares on 12/08/2025 at $13.7212, 2,500 shares on 12/09/2025 at $13.6363, and 2,000 shares on 12/10/2025 at $13.6991, all coded as open-market sales. The prices reflect multiple trades within disclosed price ranges on each day.

Following these transactions, RK Fields Charitable 2022, LLC held 182,500 shares of ReposiTrak common stock. Fields also reported additional holdings, including 3,483,955 shares of common stock held directly and various indirect positions through entities such as Riverview Financial Corp., his spouse, and Fields Management, Inc., as well as related preferred stock holdings.

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

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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)
12/03/2025

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	12/03/2025		S(1)		4,453	D	$13.4023(2)	190,000	I	By RK Fields Charitable 2022, LLC
Common Stock	12/08/2025		S(1)		3,000	D	$13.7212(3)	187,000	I	By RK Fields Charitable 2022, LLC
Common Stock	12/09/2025		S(1)		2,500	D	$13.6363(4)	184,500	I	By RK Fields Charitable 2022, LLC
Common Stock	12/10/2025		S(1)		2,000	D	$13.6991(5)	182,500	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 $12.905 to $13.80, 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), (4) and (5) 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 $13.52 to $13.90, 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), (4) and (5) 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 $13.5561 to $13.74, 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), (4) and (5) to this Form 4.

5. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $13.47 to $13.795, 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), (4) and (5) to this Form 4.

	/s/ Randall K. Fields	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did ReposiTrak (TRAK) report in this Form 4?

The Form 4 reports that Randall K. Fields, ReposiTrak’s chairman, chief executive officer, director, and 10% owner, disclosed several open-market sales of ReposiTrak common stock executed through RK Fields Charitable 2022, LLC.

How many ReposiTrak (TRAK) shares were sold and on which dates?

RK Fields Charitable 2022, LLC sold 4,453 shares on 12/03/2025, 3,000 shares on 12/08/2025, 2,500 shares on 12/09/2025, and 2,000 shares on 12/10/2025, all reported as sales of common stock.

What prices were received for the ReposiTrak (TRAK) share sales?

The weighted average prices were $13.4023 on 12/03/2025, $13.7212 on 12/08/2025, $13.6363 on 12/09/2025, and $13.6991 on 12/10/2025. Each figure reflects multiple trades within disclosed price ranges for that day.

What is the purpose of the Rule 10b5-1 trading plan mentioned for TRAK?

The filing states that the trading plan was adopted by the reporting person in his capacity as trustee of the 2022 RK Fields Charitable Remainder Unitrust and established to enable him to meet some of his charitable commitments.

How many ReposiTrak (TRAK) shares does Randall K. Fields still beneficially own after these sales?

After the reported transactions, RK Fields Charitable 2022, LLC held 182,500 shares. Fields also reported 3,483,955 ReposiTrak common shares held directly, plus additional indirect common and preferred stock holdings through Riverview Financial Corp., his spouse, and Fields Management, Inc.

Are there any derivative securities reported for ReposiTrak (TRAK) in this Form 4?

Table II in the filing, which would list derivative securities such as options or warrants, does not report any derivative security transactions for this period.