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ReposiTrak CEO reports Rule 10b5-1 share sales on Form 4

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

Rhea-AI Filing Summary

ReposiTrak, Inc. (TRAK): CEO, director and 10% owner Randall K. Fields reported two open‑market sales under a Rule 10b5‑1 plan. On 11/10/2025, the RK Fields Charitable 2022, LLC sold 1,600 shares at a weighted average price of $15.0326. On 11/11/2025, it sold 5,900 shares at a weighted average price of $15.0248.

Following these transactions, the charitable LLC held 12,500 shares indirectly. Additional reported holdings include 3,683,955 shares directly; 615,260 shares indirectly by Riverview Financial Corp.; 333,643 shares indirectly by Fields Management, Inc.; 30,667 shares indirectly by spouse; and Series B Preferred holdings of 229,262 shares indirectly by Riverview Financial Corp. and 5,320 shares indirectly by spouse. The filing notes the plan was established to meet charitable commitments.

Positive

  • None.

Negative

  • None.
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)
11/10/2025
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 11/10/2025 S(1) 1,600 D $15.0326(2) 18,400 I By RK Fields Charitable 2022, LLC
Common Stock 11/11/2025 S(1) 5,900 D $15.0248(3) 12,500 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 229,262 I By Riverview Financial Corp
Series B Preferred Stock 5,320 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 $15.00 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 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 $15.00 to $15.09, 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 11/12/2025
** 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 insider transactions did TRAK disclose on Form 4?

Two sales under a Rule 10b5-1 plan: 1,600 shares on 11/10/2025 at $15.0326 and 5,900 shares on 11/11/2025 at $15.0248.

Who is the reporting person in TRAK’s Form 4?

Randall K. Fields, ReposiTrak’s Chief Executive Officer, director, and 10% owner.

Which entity executed the sales for TRAK’s insider?

RK Fields Charitable 2022, LLC, under a Rule 10b5-1 trading plan adopted by the reporting person as trustee of a charitable remainder unitrust.

How many shares did the charitable LLC hold after the reported sales?

It held 12,500 shares indirectly following the transactions.

What other TRAK holdings did the insider report?

Direct: 3,683,955 shares. Indirect: 615,260 by Riverview Financial Corp.; 333,643 by Fields Management, Inc.; 30,667 by spouse. Series B Preferred: 229,262 by Riverview Financial Corp.; 5,320 by spouse.

What was the stated purpose of the trading plan?

The plan was established to enable the reporting person to meet some of his charitable commitments.
ReposiTrak

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