TRAK Form 4: CEO Randall Fields sells 7,500 shares under 10b5-1 plan

Rhea-AI Filing Summary

Randall K. Fields, reported a sale of 7,500 shares of ReposiTrak, Inc. (TRAK) common stock on 09/08/2025 under a Rule 10b5-1 trading plan. The Form 4 states a weighted average price of $16.0594 for the reported sale and a footnote discloses that the shares were sold in multiple transactions at prices ranging from $17.076 to $17.38. The filing explains the trading plan was adopted by Mr. Fields in his capacity as trustee to satisfy charitable commitments.

The filing also lists beneficial ownership stakes across several entities and relationships, including 3,683,955 shares (listed as direct), 615,260 shares indirect via Riverview Financial Corp., 30,667 shares indirect by spouse, and 79,500 shares indirect by RK Fields Charitable 2022, LLC following the reported transaction. Multiple entries show indirect holdings through Fields Management, Inc. and Riverview Financial Corp., and ownership of Series B preferred shares.

Positive

• Sale conducted under a Rule 10b5-1 trading plan, indicating pre-established, automated execution
• Filing discloses weighted average price and actual transaction price range, improving transparency
• Detailed breakdown of direct and indirect holdings (trust, spouse, management entity, Riverview Financial Corp.) enhances disclosure

Negative

• Insider sale of 7,500 shares, which may be viewed negatively by some investors despite 10b5-1 plan context

Insights

Corporate Governance Expert

TL;DR: Insider used a pre-established 10b5-1 plan to sell a small block of shares to meet charitable commitments; disclosure is routine.

The Form 4 discloses an automatic sale of 7,500 common shares pursuant to a Rule 10b5-1 trading plan established by Mr. Fields in his trustee capacity. Using a 10b5-1 plan can reduce concerns about opportunistic timing, since the filing expressly ties the sales to charitable objectives and automated execution. The filing is detailed about ownership through multiple vehicles, which improves transparency about indirect holdings and potential related-party influence. This disclosure is standard for a director/CEO who has complex ownership through trusts, family and management entities.

Securities Analyst

TL;DR: The reported sale is modest relative to the large beneficial positions listed and is documented with price range and weighted average.

The filing reports the weighted average sale price and also provides the actual price range for the transactions, which aids investors seeking execution detail. The quantity sold (7,500 shares) is explicitly disclosed and appears small relative to the larger ownership amounts reported on the form. The detailed breakdown of direct and indirect holdings across entities and spouse provides a clear mapping of control and potential voting interest, which is useful for assessing insider alignment with shareholders.

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)
09/08/2025

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	09/08/2025		S(1)		7,500	D	$16.0594(2)	79,500	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 $17.076 to $17.38, 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	09/08/2025
	** 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.
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 did Randall K. Fields report on Form 4 for TRAK?

He reported a sale of 7,500 common shares of ReposiTrak executed on 09/08/2025 under a Rule 10b5-1 trading plan.

At what price were the shares sold according to the Form 4?

The Form 4 lists a weighted average price of $16.0594 and a footnote states the shares were sold at prices ranging from $17.076 to $17.38.

Why were the shares sold under the 10b5-1 plan?

The filing states the trading plan was adopted by Mr. Fields in his capacity as trustee to meet certain charitable commitments.

What beneficial ownership does the Form 4 show for Mr. Fields?

The Form 4 lists multiple holdings, including 3,683,955 shares direct, 615,260 shares indirect via Riverview Financial Corp., and 79,500 shares indirect via RK Fields Charitable 2022, LLC following the reported transaction.

Does the Form 4 disclose holdings by family or related entities?

Yes; the filing lists indirect holdings by spouse and entities such as Fields Management, Inc. and Riverview Financial Corp.