TRAK insider trade: 7,500 shares sold under 10b5-1 plan

Rhea-AI Filing Summary

Randall K. Fields, who serves as Chief Executive Officer, Director and a >10% owner of ReposiTrak, Inc. (TRAK), reported a sale of 7,500 shares of common stock on 10/07/2025 at a weighted average price of $14.9711 per share under a Rule 10b5-1 trading plan. The filing shows substantial remaining holdings: 3,683,955 shares held directly, 615,260 shares indirectly via Riverview Financial Corp., 333,643 via Fields Management, Inc., and other indirect holdings including 50,000 shares held by RK Fields Charitable 2022, LLC.

The sale was executed automatically to satisfy charitable commitments and occurred across multiple transactions with prices ranging from $14.16 to $15.21. No derivative securities were reported as changed in this filing.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-arranged timing tied to charitable commitments
• Substantial retained ownership (e.g., 3,683,955 shares directly), maintaining alignment with shareholders

Negative

• Periodic programmed sales exist, which could incrementally increase available float if repeated
• Indirect holdings through multiple entities add complexity to ownership transparency

Insights

Corporate Governance Analyst

Insider sale was automated under a 10b5-1 plan and tied to charity.

The reporting officer and director used a pre-established Rule 10b5-1 plan to sell 7,500 shares to meet charitable commitments, which indicates the transactions were planned rather than opportunistic. The filing explicitly states the plan was adopted in the Reporting Person's capacity as Trustee of the related charitable trust.

This reduces immediate governance concern about opportunistic timing, but investors often watch the scale and frequency of programmed sales; the remaining substantial beneficial ownership positions listed may dampen concerns about reduced alignment with shareholders in the near term.

Equity Holdings Analyst

Large continuing ownership positions keep control exposure high.

The filing shows 3,683,955 shares directly plus multiple indirect blocks (totaling several million shares when combined with listed indirect holdings), preserving significant economic and voting exposure. Those holdings include 615,260 shares via Riverview Financial Corp. and 333,643 via Fields Management, Inc.

Because only 7,500 shares were sold relative to multi‑million share positions, the transaction's immediate impact on float and control is immaterial; monitor future 10b5-1 activity or scheduled disposals for potential dilution or liquidity changes over the next 12 months.

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)
10/07/2025

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	10/07/2025		S(1)		7,500	D	$14.9711(2)	50,000	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								289,673	I	By Riverview Financial Corp
Series B Preferred Stock								6,721	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 $14.16 to $15.21, 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	10/07/2025
	** 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 the ReposiTrak (TRAK) Form 4 filed on 10/07/2025 disclose?

It disclosed that Randall K. Fields sold 7,500 shares at a weighted average price of $14.9711 under a Rule 10b5-1 plan and retains multi‑million share holdings including 3,683,955 directly.

Was the insider sale at ReposiTrak (TRAK) discretionary or automatic?

The sale occurred automatically pursuant to a pre-established Rule 10b5-1 trading plan adopted to meet charitable commitments.

How large are Randall Fields' remaining holdings after the reported sale?

The filing reports 3,683,955 shares directly, plus indirect holdings including 615,260 (Riverview Financial Corp.) and 333,643 (Fields Management, Inc.).

Did the filing report any changes in derivative securities for TRAK?

No changes to derivative securities were reported in this Form 4; Table II contains no transactions.

What price range were the sold TRAK shares executed at?

The shares were sold in multiple transactions at prices ranging from $14.16 to $15.21, with a weighted average of $14.9711.