Charitable LLC tied to ReposiTrak (TRAK) CEO sells 7,500 shares under 10b5-1 plan

Rhea-AI Filing Summary

ReposiTrak, Inc. insider trading disclosure: Randall K. Fields, the company’s Chief Executive Officer, director, and 10% owner, reported automatic sales of ReposiTrak common stock executed by RK Fields Charitable 2022, LLC under a prearranged Rule 10b5-1 trading plan.

The charitable LLC sold 3,000 shares on February 2, 2026 at a weighted average price of $10.4754 per share and 4,500 shares on February 4, 2026 at a weighted average price of $10.6195 per share. Following these transactions, the LLC held 119,500 and then 115,000 shares, respectively, while Fields also reported substantial additional direct and indirect beneficial ownership in common and Series B preferred stock.

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).

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)
02/09/2026

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	02/02/2026		S(1)		3,000	D	$10.4754(2)	119,500	I	By RK Fields Charitable 2022, LLC
Common Stock	02/04/2026		S(1)		4,500	D	$10.6195(3)	115,000	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								169,797	I	By Riverview Financial Corp
Series B Preferred Stock								3,704	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 $10.40 to $10.50, 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 $10.50 to $10.70, 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	02/10/2026
	** 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) disclose for Randall K. Fields?

Randall K. Fields reported automatic sales of ReposiTrak common stock executed by RK Fields Charitable 2022, LLC. The trades, totaling 7,500 shares, were carried out under a Rule 10b5-1 trading plan established to help meet Fields’ charitable commitments.

How many ReposiTrak (TRAK) shares did the charitable LLC sell and at what prices?

RK Fields Charitable 2022, LLC sold 3,000 ReposiTrak shares at a weighted average price of $10.4754 and 4,500 shares at a weighted average price of $10.6195. Both transactions involved multiple trades within narrow intraday price ranges.

What is the purpose of the Rule 10b5-1 plan used in this ReposiTrak (TRAK) Form 4?

The Rule 10b5-1 trading plan was adopted by Randall K. Fields in his capacity as trustee of a charitable remainder unitrust. It was specifically established to allow systematic stock sales to help him meet certain charitable commitments over time.

How many ReposiTrak (TRAK) shares did RK Fields Charitable 2022, LLC hold after the reported sales?

After selling 3,000 shares on February 2 and 4,500 shares on February 4, RK Fields Charitable 2022, LLC is reported as beneficially owning 115,000 ReposiTrak common shares, according to the post-transaction balances shown in the Form 4 filing table.

What other ReposiTrak (TRAK) holdings does Randall K. Fields report on this Form 4?

Beyond the charitable LLC position, Randall K. Fields reports direct beneficial ownership of 3,483,955 ReposiTrak common shares and additional indirect holdings through Riverview Financial Corp., his spouse, Fields Management, Inc., and related entities, including both common and Series B preferred stock.

What roles does Randall K. Fields hold at ReposiTrak (TRAK)?

Randall K. Fields is identified as a director, Chief Executive Officer, and 10% owner of ReposiTrak. These roles classify him as a Section 16 reporting person, requiring detailed disclosures of his direct and indirect ownership and stock transactions in the company.