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Charitable entity tied to ReposiTrak (TRAK) CEO sells 7,500 shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ReposiTrak, Inc. director and chief executive officer Randall K. Fields reported indirect sales of company common stock through an affiliated charitable entity. RK Fields Charitable 2022, LLC sold 7,500 shares in open-market transactions, consisting of 5,300 shares on February 25, 2026 at a weighted average price of $8.3369 per share and 2,200 shares on February 24, 2026 at a weighted average price of $8.5026 per share. According to the disclosure, these sales occurred automatically under a pre-established Rule 10b5‑1 trading plan adopted by Fields in his capacity as trustee of a charitable remainder unitrust to help meet charitable commitments, and RK Fields Charitable 2022, LLC held 100,000 shares of ReposiTrak common stock after the transactions.

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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)
02/24/2026
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 02/24/2026 S(1) 2,200 D $8.5026(2) 105,300 I By RK Fields Charitable 2022, LLC
Common Stock 02/25/2026 S(1) 5,300 D $8.3369(3) 100,000 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 $8.385 to $8.58, 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 $8.15 to $8.52, 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 02/26/2026
** 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 for Randall K. Fields?

ReposiTrak reported that an entity associated with CEO Randall K. Fields, RK Fields Charitable 2022, LLC, sold 7,500 shares of common stock. The sales were indirect, executed under a Rule 10b5-1 trading plan to help satisfy charitable commitments.

How many ReposiTrak (TRAK) shares were sold and at what prices?

A total of 7,500 ReposiTrak common shares were sold indirectly. On February 25, 2026, 5,300 shares sold at a weighted average price of $8.3369, and on February 24, 2026, 2,200 shares sold at a weighted average price of $8.5026 per share.

Who actually held the ReposiTrak (TRAK) shares involved in the reported sales?

The sold shares were held by RK Fields Charitable 2022, LLC, an entity linked to a 2022 RK Fields Charitable Remainder Unitrust. Randall K. Fields adopted the Rule 10b5-1 trading plan in his capacity as trustee of that charitable trust.

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

The Rule 10b5-1 trading plan was established to allow automatic sales of ReposiTrak shares by the charitable entity. According to the disclosure, the plan was specifically designed to help Randall K. Fields meet certain charitable commitments over time.

How many ReposiTrak (TRAK) shares did the charitable LLC hold after the sales?

After completing the reported open-market sales, RK Fields Charitable 2022, LLC held 100,000 shares of ReposiTrak common stock. This figure reflects the position remaining in that specific indirect ownership account following the two disclosed transactions.

What other ReposiTrak (TRAK) holdings are associated with Randall K. Fields?

The filing lists several positions: 3,483,955 common shares held directly, and additional indirect holdings through Riverview Financial Corp., a spouse, Fields Management, Inc., and entities holding Series B preferred stock, reflecting a broad mix of direct and indirect ownership interests.
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