[Form 4] ReposiTrak, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: ReposiTrak, Inc. (TRAK) Chief Executive Officer, Director and 10% owner Randall K. Fields reported two open-market sales of the company’s common stock executed through RK Fields Charitable 2022, LLC under a Rule 10b5-1 trading plan designed to fund charitable commitments.

• 07/07/2025: 2,000 shares sold at a weighted-average price of $19.8488; indirect position in the LLC fell to 152,500 shares.
• 07/08/2025: 5,500 shares sold at a weighted-average price of $19.5748; indirect position in the LLC fell to 147,000 shares.

Scale of disposition: The combined sale of 7,500 shares represents a small fraction of Mr. Fields’ reported holdings. After the transactions he still beneficially owns:

• Direct common shares: 3,683,955
• Indirect common shares: 615,260 (Riverview Financial Corp.), 333,643 (Fields Management Inc.), 30,667 (spouse), and 147,000 (RK Fields Charitable 2022, LLC)
• Series B preferred shares (indirect): 531,432 (Riverview Financial Corp.) and 12,322 (spouse)

The dispositions were executed automatically and disclosed with detailed price ranges, suggesting routine, pre-planned activity rather than an opportunistic sale. No derivative security transactions were reported.

Positive

• Pre-planned Rule 10b5-1 sales reduce the likelihood of opportunistic trading, lowering potential negative perception.
• Insider retains a substantial stake (over 4.8 million common shares), signaling continued alignment with shareholders.

Negative

• Insider selling by the CEO can be perceived as a bearish signal, even if modest.
• Total of 7,500 shares sold adds to market supply and may weigh on near-term sentiment, albeit marginally.

Insights

Financial Analyst

TL;DR: Modest insider sale (7,500 shares) via 10b5-1 plan; minimal ownership impact, neutral signal.

The CEO’s charitable LLC reduced its stake by about 5% (from 154,500 to 147,000 shares) over two days, fetching average prices near $19.7–$19.9. Although insider sales often raise concerns, three mitigating factors temper the interpretation: (1) the trades were executed under a pre-established Rule 10b5-1 plan, (2) proceeds fund charitable obligations, and (3) Mr. Fields retains more than 4.8 million common shares across direct and indirect holdings, so the sale constitutes roughly 0.2% of his total common ownership. No options were exercised, and no derivatives were involved, indicating the sale is not tied to an equity-compensation event. From a liquidity standpoint, 7,500 shares is immaterial to TRAK’s float. Accordingly, the filing is neutral to slightly negative for sentiment but unlikely to affect valuation or trading dynamics.

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)
07/07/2025

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	07/07/2025		S(1)		2,000	D	$19.8488(2)	152,500	I	By RK Fields Charitable 2022, LLC
Common Stock	07/08/2025		S(1)		5,500	D	$19.5748(3)	147,000	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 $19.54 to $20.05, 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 $19.445 to $19.80, 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) and (3) to this Form 4.

	/s/ Randall K. Fields	07/08/2025
	** 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.
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FAQ

How many TRAK shares did CEO Randall K. Fields sell?

He sold 7,500 common shares (2,000 on 07/07/2025 and 5,500 on 07/08/2025).

At what prices were the TRAK shares sold?

Weighted-average prices were $19.8488 on 07/07/2025 and $19.5748 on 07/08/2025.

Was the sale part of a pre-arranged plan?

Yes. Both transactions were executed automatically under a Rule 10b5-1 trading plan to meet charitable commitments.

How many TRAK shares does the CEO still own?

Post-sale, he reports 3,683,955 direct and 1,126,570 indirect common shares, plus preferred holdings.

Did the filing disclose any option exercises or derivative transactions?

No. Table II lists no derivative activity; only common-stock dispositions were reported.