ReposiTrak (TRAK) CEO-linked charity automatically sells 7,500 shares

Rhea-AI Filing Summary

ReposiTrak, Inc.’s chief executive officer, director, and 10% owner Randall K. Fields reported an automatic sale of common stock by an affiliated charitable entity. On January 26, 2026, RK Fields Charitable 2022, LLC sold 7,500 shares of ReposiTrak common stock at a weighted average price of $11.0742 per share under a pre-arranged Rule 10b5-1 trading plan established to help meet charitable commitments. After this sale, RK Fields Charitable 2022, LLC held 130,000 common shares. Fields also reported 3,483,955 common shares held directly, and indirect common holdings including 615,260 shares through Riverview Financial Corp., 30,667 shares by his spouse, and 333,643 shares through Fields Management, Inc., plus Series B Preferred Stock held indirectly via Riverview Financial Corp. and his spouse.

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)
01/26/2026

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	01/26/2026		S(1)		7,500	D	$11.0742(2)	130,000	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 $11.00 to $11.15, 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	01/27/2026
	** 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) report on January 26, 2026?

A charitable LLC associated with ReposiTrak’s CEO sold 7,500 common shares on January 26, 2026. The shares were sold at a weighted average price of $11.0742 under a pre-arranged Rule 10b5-1 trading plan for charitable commitments.

Who executed the 7,500-share sale reported for ReposiTrak (TRAK)?

The sale was executed by RK Fields Charitable 2022, LLC, a charitable entity associated with CEO Randall K. Fields. Fields acted as trustee of a related charitable remainder unitrust that adopted the Rule 10b5-1 trading plan governing these automatic sales.

At what price were the 7,500 ReposiTrak (TRAK) shares sold?

The 7,500 ReposiTrak common shares were sold at a weighted average price of $11.0742 per share. Individual trades occurred in multiple transactions at prices ranging from $11.00 to $11.15, inclusive, as described in the Form 4 footnote disclosure.

How many ReposiTrak (TRAK) shares does RK Fields Charitable 2022, LLC hold after the sale?

After the reported transaction, RK Fields Charitable 2022, LLC beneficially owns 130,000 ReposiTrak common shares. This reflects the position following the automatic sale of 7,500 shares executed under the Rule 10b5-1 trading plan tied to charitable commitments.

What are Randall K. Fields’ other reported ReposiTrak (TRAK) holdings?

Beyond the charitable LLC, Fields reported 3,483,955 common shares held directly. Indirect common holdings include 615,260 shares via Riverview Financial Corp., 30,667 shares by his spouse, and 333,643 shares via Fields Management, Inc., plus Series B Preferred Stock positions held indirectly.

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

The Rule 10b5-1 trading plan was established to enable Randall K. Fields, as trustee of a related charitable trust, to meet charitable commitments. It provides for automatic, pre-arranged sales by RK Fields Charitable 2022, LLC, reducing discretion over the timing of trades.