ReposiTrak (TRAK) CEO reports Rule 10b5-1 stock sales for charity

Rhea-AI Filing Summary

ReposiTrak, Inc. chief executive officer, director and 10% owner Randall K. Fields reported small insider stock sales executed under a Rule 10b5-1 trading plan. On 12/22/2025, an affiliated entity, RK Fields Charitable 2022, LLC, sold 3,000 shares of common stock at a weighted average price of $13.3687 per share. On 12/23/2025, the same entity sold an additional 4,500 shares at a weighted average price of $13.2618 per share. The filing explains that the trading plan was adopted by Fields, in his capacity as trustee of a charitable remainder unitrust, to help meet his charitable commitments. After these sales, Fields continues to beneficially own 3,483,955 shares of common stock directly, plus additional indirect holdings through family and affiliated entities.

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

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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)
12/22/2025

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	12/22/2025		S(1)		3,000	D	$13.3687(2)	172,000	I	By RK Fields Charitable 2022, LLC
Common Stock	12/23/2025		S(1)		4,500	D	$13.2618(3)	167,500	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 $13.21 to $13.45, 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 $13.12 to $13.30, 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	12/23/2025
	** 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 in this Form 4?

The filing reports that Randall K. Fields, a director, chief executive officer and 10% owner of ReposiTrak, Inc., disclosed sales of the company’s common stock by an affiliated entity, RK Fields Charitable 2022, LLC, on 12/22/2025 and 12/23/2025.

How many ReposiTrak (TRAK) shares were sold and at what prices?

RK Fields Charitable 2022, LLC sold 3,000 shares of ReposiTrak common stock on 12/22/2025 at a weighted average price of $13.3687 per share, and 4,500 shares on 12/23/2025 at a weighted average price of $13.2618 per share. Each sale was reported as a disposition of common stock.

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

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

What is the stated purpose of Randall Fields’ trading plan involving ReposiTrak (TRAK) shares?

The explanation notes that the trading plan was established to enable Randall K. Fields to meet some of his charitable commitments through sales of ReposiTrak common stock by RK Fields Charitable 2022, LLC.

How many ReposiTrak (TRAK) shares does Randall Fields beneficially own after these transactions?

Following the reported transactions, Randall K. Fields beneficially owns 3,483,955 shares of ReposiTrak common stock directly. He also has additional indirect holdings, including shares held by entities such as Riverview Financial Corp., his spouse, Fields Management, Inc., and RK Fields Charitable 2022, LLC, as well as holdings of Series B Preferred Stock through affiliated entities.

How are the reported ReposiTrak (TRAK) sale prices described in the filing?

The filing explains that the sale prices shown are weighted average prices. For the $13.3687 price, individual trades occurred between $13.21 and $13.45 per share. For the $13.2618 price, trades occurred between $13.12 and $13.30 per share, and detailed breakdowns are available upon request.